SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SUPREME INTERNATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SUPREME INTERNATIONAL CORPORATION
3000 N.W. 107th Avenue
Miami, Florida 33172
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 1999
----------------
To the Shareholders of Supreme International Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Supreme International Corporation, a Florida corporation
(the "Company"), will be held at the Company's principal executive offices at
3000 N.W. 107th Avenue, Miami, Florida 33172 at 10:00 A.M. on June 11, 1999 for
the following purposes:
1. To elect two directors of the Company to serve until 2002;
2. To consider and vote upon a proposal to approve an amendment to the
Company's Articles of Incorporation to change the Company's name to "Perry
Ellis International, Inc.";
3. To consider and vote upon a proposal to approve an amendment to the
Company's 1993 Stock Option Plan to increase the number of shares of the
Company's common stock, $.01 par value per share reserved for issuance
thereunder from an aggregate of 900,000 shares to an aggregate of
1,500,000 shares;
4. To consider and vote upon a proposal to ratify the appointment of
Deloitte & Touche LLP as the Company's independent public accountants for
the fiscal year ending January 31, 2000; and
5. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponements thereof.
The Board of Directors has fixed the close of business on May 7, 1999 as
the record date for determining those shareholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Whether or not you expect to be present, please sign, date and return the
enclosed proxy card in the pre-addressed envelope provided for that purpose as
promptly as possible. No postage is required if mailed in the United States.
By Order of the Board of Directors,
FANNY HANONO,
Secretary
Miami, Florida
May 14, 1999
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. THOSE
SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO
EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE ANNUAL MEETING, REVOKE THEIR
PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE>
SUPREME INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 1999
----------------------
PROXY STATEMENT
----------------------
TIME, DATE AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Supreme International Corporation, a Florida
corporation (the "Company"), of proxies from the holders of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), for use at the
Annual Meeting of Shareholders of the Company to be held at the Company's
principal executive offices at 3000 N.W. 107th Avenue, Miami, Florida 33172 at
10:00 A.M. on June 11, 1999, and at any adjournments or postponements thereof
(the "Annual Meeting") pursuant to the enclosed Notice of Annual Meeting.
The approximate date this Proxy Statement and the enclosed form of proxy
are first being sent to shareholders is May 14, 1999. Shareholders should
review the information provided herein in conjunction with the Company's Annual
Report to Shareholders which accompanies this Proxy Statement. The Company's
principal executive offices are located at 3000 N.W. 107 Avenue, Miami, Florida
33172, and its telephone number is (305) 592-2830.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting and the enclosed proxy is to be borne by the Company.
In addition to the use of mail, employees of the Company may solicit proxies
personally and by telephone. The Company's employees will receive no
compensation for soliciting proxies other than their regular salaries. The
Company may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy material to their principals and to
request authority for the execution of proxies. The Company may reimburse such
persons for their expenses in so doing.
<PAGE>
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, the Company's shareholders will consider and vote
upon the following matters:
1. To elect two directors of the Company to serve until 2002;
2. To consider and vote upon a proposal to approve an amendment to the
Company's Articles of Incorporation to change the Company's name to "Perry
Ellis International, Inc.";
3. To consider and vote upon a proposal to approve an amendment to the
Company's 1993 Stock Option Plan (the "1993 Plan") to increase the number
of shares of the Company's common stock, $.01 par value per share (the
"Common Stock") reserved for issuance thereunder from an aggregate of
900,000 shares to an aggregate of 1,500,000 shares;
4. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent public accountants for the fiscal year ending January 31,
2000; and
5. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponements thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth herein)
will be voted (a) for the election of the respective nominees for director
named below and (b) in favor of all other proposals described in the Notice of
Annual Meeting. In the event a shareholder specifies a different choice by
means of the enclosed proxy, his shares will be voted in accordance with the
specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on May 7, 1999 as the
record date (the "Record Date") for determining shareholders of the Company
entitled to notice of and to vote at the Annual Meeting. As of the Record Date,
there were 6,723,874 shares of Common Stock issued and outstanding, all of
which are entitled to be voted at the Annual Meeting. Each share of Common
Stock is entitled to one vote on each matter submitted to shareholders for
approval at the Annual Meeting.
The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected by plurality of the
votes cast by the shares of Common Stock represented in person or by proxy at
the Annual Meeting. The affirmative votes of the holders of a majority of the
shares of Common Stock represented in person or by proxy at the Annual Meeting
will be required for approval of the other proposals covered by this Proxy
Statement. If less than a majority of the outstanding shares entitled to vote
are represented at the Annual Meeting, a majority of the shares so represented
may adjourn the Annual Meeting to another date, time or place, and notice need
not be given of the new date, time or place if the new date, time or place is
announced at the meeting before an adjournment is taken.
2
<PAGE>
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof. Abstentions will
be considered as shares present and entitled to vote at the Annual Meeting and
will be counted as votes cast at the Annual Meeting, but will not be counted as
votes cast for or against any given matter.
A broker or nominee holding shares registered in its name, or in the name
of its nominee, which are beneficially owned by another person and for which it
has not received instructions as to voting from the beneficial owner, may have
discretion to vote the beneficial owner's shares with respect to the election
of directors and other matters addressed at the Annual Meeting. Any such shares
which are not represented at the Annual Meeting either in person or by proxy
will not be considered to have cast votes on any matters addressed at the
Annual Meeting.
3
<PAGE>
BENEFICIAL SECURITY OWNERSHIP
The following table sets forth, as of the Record Date, information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to beneficially own 5% or more of the
Company's outstanding Common Stock, (ii) the Company's Chief Executive Officer
and each of the other "Named Executive Officers" (as defined below in
"Executive Compensation--Summary Compensation Table"), (iii) each director of
the Company, and (iv) all directors and executive officers of the Company as a
group. The Company is not aware of any beneficial owner of more than 5% of the
outstanding Common Stock other than as set forth in the following table.
NAME AND ADDRESS % OF CLASS
OF BENEFICIAL OWNER(1)(2) NUMBER OF SHARES OUTSTANDING
- ------------------------------------------ ------------------ ------------
George Feldenkreis(3) .................... 1,988,153 27.9
Oscar Feldenkreis(4) ..................... 1,408,188 20.3
Fanny Hanono(5) .......................... 399,858 6.0
Salomon Hanono(5)(6) ..................... 426,108 6.3
Carfel, Inc.(7) .......................... 361,525 5.4
Joseph Roisman(8) ........................ 13,500 *
Allan Zwerner(9) ......................... 0 *
Ronald Buch(10) .......................... 15,750 *
Gary Dix(11) ............................. 31,800 *
Richard W. McEwen(12) .................... 24,750 *
Leonard Miller(13) ....................... 65,250 *
FMR Corporation
82 Devonshire Street
Boston, Massachusetts 02109(14) ......... 872,500 13.0
The Kaufmann Funds, Inc.
140 East 45th Street, 43rd Floor
New York, New York 10017(15) ............ 450,000 6.7
All directors and executive officers
as a group(10 persons)(16) .............. 3,803,699 51.0
- ----------------
* Less than 1%.
(1) Except as otherwise indicated, the address of each beneficial owner is c/o
Supreme International Corporation, 3000 N.W. 107th Avenue, Miami, Florida
33172.
(2) Except as otherwise indicated, we believe that all beneficial owners named
in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them.
(3) Represents (a) 1,141,728 shares of Common Stock held by George
Feldenkreis, (b) 400,000 shares of Common Stock issuable upon the exercise
of stock options held by George Feldenkreis, (c) 361,525 shares of Common
Stock held by Carfel, Inc. ("Carfel") of which company Mr. Feldenkreis is
a director, executive officer and principal shareholder and (d) 84,900
shares of Common Stock held by a charitable foundation of which George
Feldenkreis, Oscar Feldenkreis and Fanny Hanono are each directors and
officers (the "Foundation").
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
4
<PAGE>
(4) Represents (a) 1,122,288 shares of Common Stock held by a limited
partnership of which Oscar Feldenkreis is the sole shareholder of the
general partner and the sole limited partner, (b) 1,000 shares of Common
Stock held by Mr. Feldenkreis directly, (c) 200,000 shares of Common Stock
issuable upon the exercise of stock options held by Oscar Feldenkreis and
(d) 84,900 shares held by the Foundation.
(5) Represents (a) 314,958 shares of Common Stock held by a limited
partnership of which Fanny Hanono is the sole shareholder of the general
partner and the sole limited partner and (b) 84,900 shares held by the
Foundation. Fanny Hanono and Salomon Hanono are husband and wife.
(6) Also includes 26,250 shares of Common Stock issuable upon the exercise of
stock options held by Mr. Hanono.
(7) The shares of Common Stock held by Carfel are pledged to a bank to secure
Carfel's credit facility.
(8) Represents (a) 1,500 shares of Common Stock held by Mr. Roisman and (b)
12,000 shares of Common Stock issuable upon the exercise of stock options
held by Mr. Roisman.
(9) Does not include unvested stock options to acquire 25,000 shares of Common
Stock held by Mr. Zwerner. Mr. Zwerner joined the Company as President of
Licensing and a director in April 1999.
(10) Represents (a) 750 shares of Common Stock held by Mr. Buch and (b) 15,000
shares of Common Stock issuable upon the exercise of stock options held by
Mr. Buch.
(11) Represents (a) 3,000 shares of Common Stock held by Mr. Dix, (b) 1,800
shares of Common Stock held in trust for his children, (c) 750 shares held
in an individual retirement account and (d) 26,250 shares of Common Stock
issuable upon the exercise of stock options held by Mr. Dix.
(12) Represents (a) 2,250 shares of Common Stock held by Mr. McEwen and (b)
22,500 shares of Common Stock issuable upon the exercise of stock options
held by Mr. McEwen.
(13) Represents (a) 39,000 shares of Common Stock held by Mr. Miller and (b)
26,250 shares of Common Stock issuable upon the exercise of stock options
held by Mr. Miller.
(14) Based solely on information contained in amendment to Schedule 13G dated
December 30, 1998 filed with the Commission. 380,000 of these shares of
Common Stock are owned by Fidelity Capital Appreciation Fund, a
wholly-owned subsidiary of FMR Corporation.
(15) Based solely on information contained in Schedule 13G dated December 31,
1996 filed with the Commission.
(16) Includes the shares of Common Stock and options to purchase shares of
Common Stock described in Notes (3) through (6), (8) and (10) through
(13).
5
<PAGE>
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of
Directors be divided into three classes. Each class of directors serves a
staggered three-year term. Ronald L. Buch and Salomon Hanono hold office until
the 1999 Annual Meeting. Richard W. McEwen, Allan Zwerner and Oscar Feldenkreis
hold office until the 2000 Annual Meeting. Gary Dix, Leonard Miller and George
Feldenkreis hold office until the 2001 Annual Meeting.
At the Annual Meeting, two directors will be elected by the shareholders
to serve until the Annual Meeting to be held in 2002 or until their successors
are duly elected and qualified. The accompanying form of proxy when properly
executed and returned to the Company, will be voted FOR the election as
directors of the two persons named below, unless the proxy contains contrary
instructions. Proxies cannot be voted for a greater number of persons than the
number of nominees named in the Proxy Statement. Management has no reason to
believe that any of the nominees is unable or unwilling to serve if elected.
However, in the event that any of the nominees should become unable or
unwilling to serve as a director, the proxy will be voted for the election of
such person or persons as shall be designated by the Board of Directors.
NOMINEES
The persons nominated as directors are as follows:
NAME AGE POSITION WITH THE COMPANY
- ------------------------- ----- --------------------------
Ronald L. Buch .......... 63 Director
Salomon Hanono .......... 49 Director
RONALD L. BUCH was elected to the Company's Board of Directors in January
1996. Prior to his retirement in 1995, Mr. Buch was employed by K-Mart
Corporation for over 39 years, most recently as Vice President and General
Merchandise Manager.
SALOMON HANONO was elected to the Company's Board of Directors in February
1993. Mr. Hanono has been employed by Carfel in various sales capacities since
1987 and currently is Export Director, with overall responsibilities for
Carfel's export sales. Mr. Hanono devotes substantially all of his working time
to the affairs of Carfel.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF BOTH OF THE NOMINEES
FOR ELECTION AS DIRECTORS.
Set forth below is certain information concerning the directors who are
not currently standing for election:
The following table sets forth certain information concerning each
nominee.
NAME AGE POSITION WITH THE COMPANY
- ------------------------ --- -------------------------------------------------
George Feldenkreis(1) .. 63 Chairman of the Board and Chief Executive Officer
Oscar Feldenkreis ...... 39 President, Chief Operating Officer and Director
Allan Zwerner .......... 54 President of Licensing and Director
Gary Dix(1) ............ 50 Director
Richard W. McEwen(2) ... 78 Director
Leonard Miller(1)(2) ... 69 Director
- ----------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
6
<PAGE>
GEORGE FELDENKREIS founded the Company in 1967, has been involved in all
aspects of its operations since that time and served as the Company's President
and a Director until February 1993, at which time he was elected Chairman of
the Board and Chief Executive Officer. Mr. Feldenkreis is also a director,
executive officer and principal shareholder of Carfel, an importer and
distributor of automotive parts which he founded in 1961. He is Vice President
of the Greater Miami Jewish Federation and is a trustee of the University of
Miami.
OSCAR FELDENKREIS was elected Vice President and a Director in 1979 and
joined the Company on a full-time basis in 1980. Mr. Feldenkreis has been
involved in all aspects of the Company's operations since that time and was
elected President and Chief Operating Officer in February 1993. Oscar
Feldenkreis also serves as a director of Carfel, but does not devote any of his
working time to its affairs. He is also a member of the Greater Miami Jewish
Federation.
ALLAN ZWERNER was elected President of Licensing and a Director in April
1999. From September 1998 to present, Mr. Zwerner was Senior Vice
President--General Merchandising Manager, Menswear at J. Crew Group, Inc. From
March 12, 1982 to September 1998, Mr. Zwerner served in a number of executive
positions at Federated Department Stores, Inc., most recently serving as Senior
Vice President--General Merchandising Manager for Market and Product
Development, Men's and Children's Clothing.
GARY DIX was elected to the Company's Board of Directors in May 1993.
Since February 1994, Mr. Dix, a certified public accountant, has been a partner
at Mallah Furman & Company, P.A., an accounting firm in Miami, Florida. From
1979 to January 1994, Mr. Dix was a partner of Silver Dix & Hammer, P.A.,
another Miami accounting firm.
RICHARD W. MCEWEN was elected to the Company's Board of Directors in
September 1994. Mr. McEwen serves as a director of Wometco Enterprises, Inc.
Prior to his retirement in 1985, Mr. McEwen was Chairman of the Board and Chief
Executive Officer of Burdines, a division of Federated Department Stores, Inc.
LEONARD MILLER was elected to the Company's Board of Directors in May
1993. Mr. Miller has been Vice President and Secretary of Pasadena Homes, Inc.,
a home construction firm in Miami, Florida, since 1959.
George Feldenkreis is the father of Oscar Feldenkreis and Fanny Hanono,
the Company's Secretary-Treasurer, and the father-in-law of Salomon Hanono.
The Company's executive officers are elected annually by the Board of
Directors and serve at the discretion of the Board. The Company's directors
hold office until the next annual meeting of shareholders and until their
successors have been duly elected and qualified.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and holders of more than ten
percent of the Company's Common Stock, to file reports of ownership and changes
in ownership with the Commission. Such persons are required to furnish the
Company with copies of all Section 16(a) forms they file.
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<PAGE>
Based solely on its review of the copies of such forms received by it, or
oral or written representations from certain reporting persons that no Forms 5
were required for those persons, the Company believes that, with respect to the
fiscal year ended January 31, 1999 ("Fiscal 1999"), all filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During Fiscal 1999, the Board of Directors held four formal meetings.
During Fiscal 1999, no director attended fewer than 75% of the number of
meetings of the Board of Directors and each Committee of the Board of Directors
held during the period he served on the Board.
The only committees of the Board of Directors are the Audit Committee and
the Compensation Committee. The Board does not have a nominating or similar
committee.
The Audit Committee is presently comprised of George Feldenkreis, Gary Dix
and Leonard Miller. The duties and responsibilities of the Audit Committee
include (a) recommending to the Board of Directors the appointment of the
Company's independent public accountants and any termination of engagement, (b)
reviewing the plan and scope of independent audits, (c) reviewing the Company's
significant accounting policies and internal controls, (d) having general
responsibility for all related auditing matters, and (e) reporting its
recommendations and findings to the full Board of Directors. The Audit
Committee met on two occasions during Fiscal 1999.
The Compensation Committee is presently comprised of Leonard Miller and
Richard W. McEwen. The Compensation Committee reviews and approves the
compensation of the Company's executive officers and administers the 1993 Plan
and the Company's Directors' Stock Option Plan (the "Directors' Plan"). The
Compensation Committee met on two occasions during Fiscal 1999.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following compensation table sets forth for the fiscal years ended
January 31, 1999, 1998 and 1997, the cash and certain other compensation paid
to the Chief Executive Officer ("CEO") and such other executive officers whose
annual salary and bonus exceeded $100,000 during Fiscal 1999 (together with the
CEO, collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
-------------------------------- ---------------------------------------
SECURITIES UNDERLYING ALL OTHER
FISCAL SALARY BONUS OPTION/SAR'S COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)(1)
- ----------------------------- -------- --------- --------- ----------------------- -------------
<S> <C> <C> <C> <C> <C>
George Feldenkreis 1999 270,833 55,000 150,000 9,615
Chairman and CEO 1998 125,000 100,000 -- 4,750
1997 120,000 50,000 -- 500
Oscar Feldenkreis 1999 373,000 470,000 55,000 19,542
President and Chief 1998 350,000 460,000 -- 4,750
Operating Officer 1997 350,000 450,000 -- 500
Joseph Roisman 1999 152,000 15,000 3,000 1,109
Executive Vice President 1998 147,000 21,000 -- 4,750
1997 140,000 10,000 -- 500
<FN>
- ----------------
(1) The dollar amount represents Company contributions for the Named Executive
Officer under the Company's 401(k) plan and Company payments for leased
vehicles.
</FN>
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning individual grants of
options made during Fiscal 1999 to any of the Named Executive Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE OF ASSUMED
NUMBER OF SHARES OPTIONS ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE OR PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
GRANTED(#)(1) FISCAL YEAR ($/SH) DATE 5% 10%
------------------ -------------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
George Feldenkreis ......... 150,000 38.8 15.75 5/07/08 1,485,764 3,765,217
Oscar Feldenkreis .......... 55,000 14.2 15.75 5/07/08 544,780 1,380,579
Joseph Roisman ............. 3,000 0.8 10.00 5/04/03 8,288 18,315
</TABLE>
9
<PAGE>
- ----------------
(1) Based upon the exercise price, which was equal to the fair market on the
date of grant, and annual appreciation at the rate stated on such price
through the expiration date of the options. Amounts represented
hypothetical gains that could be achieved for the options if exercised at
the end of the term. The assumed 5% and 10% rates of stock price
appreciation are provided in accordance with the rules of the Securities
and Exchange Commission (the "Commission") and do not represent the
Company's estimate or projection of the future stock price. Actual gains,
if any, are contingent upon the continued employment of the Named
Executive Officer through the expiration date, as well as being dependent
upon the general performance of the Common Stock. The potential realizable
values have not taken into account amounts required to be paid for federal
income taxes.
STOCK OPTIONS HELD AT END OF FISCAL 1999
The following table indicates the total number and value of exercisable
and unexercisable stock options held by each of the Named Executive Officers as
of January 31, 1999. No options to purchase stock were exercised by any of the
Named Executive Officers in Fiscal 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
------------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
- ---------------------------- ------------- --------------- ---------------- --------------
<S> <C> <C> <C> <C>
George Feldenkreis ......... 150,000 0 37,500 0
Oscar Feldenkreis .......... 100,000 0 354,400 0
Joseph Roisman ............. 12,000 2,500 98,213 13,500
<FN>
- ----------------
(1) Based on the Nasdaq National Market last sales price for the Company's
Common Stock on January 29, 1999 in the amount of $16.00 per share.
</FN>
</TABLE>
10
<PAGE>
COMPENSATION OF DIRECTORS
During Fiscal 1999, non-employee directors, with the exception of Salomon
Hanono, were compensated at the rate of $1,500 per quarter and $500 for
meetings of the Board of Directors or any committee thereof attended during a
quarter, up to a maximum of $8,000 per annum. Effective April 23, 1999 the rate
at which non-employee directors are compensated has been increased to $5,000
per quarter, and Mr. Hanono will receive cash compensation for his services as
director. Directors are reimbursed for travel and lodging expenses in
connection with their attendance at meetings. Directors are also entitled to
receive options under the 1993 Plan and the Directors' Plan. During Fiscal
1999, each non-employee director was granted options to purchase 5,000 shares
of Common Stock at an exercise price of $15.75 per share. In April 1999, each
of non-employee director was granted options to purchase 10,000 shares of
Common Stock at an exercise price of $8.81 per share. As of the Record Date,
the following options granted to non-employee directors were outstanding under
the 1993 Plan and the Directors' Plan:
NUMBER OF EXERCISE EXPIRATION
NAME OF OPTIONEE SHARES PRICE($) DATE
- --------------------------- ----------- ---------- ---------------
Ronald L. Buch ............ 10,000 8.81 April 22, 2009
5,000 15.75 May 7, 2008
Gary Dix .................. 10,000 8.81 April 22, 2009
5,000 15.75 May 7, 2008
11,250 8.00 June 2, 2000
Richard W. McEwen ......... 10,000 8.81 April 22, 2009
5,000 15.75 May 7, 2008
7,500 8.00 June 2, 2000
Leonard Miller ............ 10,000 8.81 April 22, 2009
5,000 15.75 May 7, 2008
11,250 8.00 June 2, 2000
Salomon Hanono ............ 10,000 8.81 April 22, 2009
5,000 15.75 May 7, 2008
11,250 8.00 June 2, 2000
EMPLOYMENT AGREEMENTS
The Company is party to an employment agreement with Oscar Feldenkreis,
the President and Chief Operating Officer, which was renewed in May 1998 for a
two-year period. In connection with the renewal of the employment agreement,
Mr. Feldenkreis was granted ten-year options under the 1993 Plan to purchase a
total of 55,000 shares of Common Stock at an exercise price of $15.75 per
share. The employment agreement provides for an annual salary of $350,000,
subject to annual cost-of-living increases, and an annual bonus as may be
determined by the Compensation Committee in its discretion, up to a maximum of
$500,000. In April 1999, the Compensation Committee increased Mr. Feldenkreis'
annual salary to $370,000 and adjusted his annual bonus to be based on the
greater of $470,000 or 4% of the Company's pre tax income. The Compensation
Committee also granted him ten-year options under the 1993 Plan to purchase a
total of 100,000 shares of Common Stock at an exercise price of $8.81 per
share, subject to the approval by the shareholders of the amendment to the 1993
Plan. The employment agreement also prohibits Mr. Feldenkreis from directly or
indirectly competing with the Company for one year after termination of his
employment for any reason except for the Company's termination of
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Mr. Feldenkreis without cause. Upon termination of the employment agreement by
reason of his death or disability, Mr. Feldenkreis or his estate will receive a
lump sum payment equal to one year's salary plus a bonus as may be determined
by the Compensation Committee in its discretion.
The Company is also party to an employment agreement with George
Feldenkreis, the Chairman of the Board and CEO, which was renewed in May 1998
for a two-year period. In connection with the renewal of the employment
agreement, Mr. Feldenkreis was granted options under the 1993 Plan to purchase
a total of 150,000 shares of Common Stock at an exercise price of $15.75 per
share. The employment agreement provides for an annual salary of $375,000,
subject to annual cost-of-living increases, and an annual bonus as may be
determined by the Compensation Committee in its discretion, up to a maximum of
$250,000. In April 1999, the Compensation Committee increased Mr. Feldenkreis'
annual salary to $400,000 and granted him ten-year options under the 1993 Plan
to purchase a total of 250,000 shares of Common Stock at an exercise price of
$8.81 per share, subject to the approval by the shareholders of the amendment
to the 1993 Plan. George Feldenkreis' employment agreement contains termination
and non-competition provisions similar to those set forth in Oscar Feldenkreis'
agreement.
The Company is also party to an employment agreement with Allan Zwerner,
the President of Licensing, expiring in April 2002. Pursuant to the employment
agreement, Mr. Zwerner was granted options under the 1993 Plan to purchase a
total of 25,000 shares of Common Stock vesting over a three year period and at
an exercise price equal to $8.81 per share. The employment agreement provides
for an annual salary of $350,000, subject to annual cost of living increases
and an annual performance bonus up to a maximum of $175,000. The employment
agreement prohibits Mr. Zwerner from directly or indirectly competing with the
Company for two years after termination of his employment for any reason.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Commission, the Company is required to
provide a report explaining the rationale and considerations that led to
fundamental compensation decisions affecting the Company's executive officers
(including the Named Executive Officers) during the past fiscal year. The
report of the Company's Compensation Committee is set forth below.
COMPENSATION PHILOSOPHY
The three principal components of the Company's executive compensation are
salary, bonus and stock options. These components are designed to facilitate
fulfillment of the compensation objectives of the Company's Board of Directors
and the Compensation Committee, which objectives include (i) attracting and
retaining competent management, (ii) recognizing individual initiative and
achievement, (iii) rewarding management for short and long term
accomplishments, and (iv) aligning management compensation with the achievement
of the Company's goals and performance.
The Compensation Committee endorses the position that equity ownership by
management is beneficial in aligning management's and shareholders' interests
in the enhancement of shareholder value. This alignment is amplified by the
extensive holdings by management of Company Common Stock and stock options.
Base salaries for new management employees are determined initially by
evaluating the responsibilities of the position held and the experience of the
individual, and by
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reference to the competitive marketplace for managerial talent, including a
comparison of base salaries for comparable positions at similar companies of
comparable sales and capitalization. Annual salary adjustments are determined
by evaluating the competitive marketplace, the performance of the Company, the
performance of the executive, and the responsibilities assumed by the
executive.
The Compensation Committee intends to review the Company's existing
management compensation programs on an ongoing basis and will (i) meet with the
chief executive officer to consider and set mutually agreeable performance
standards and goals for members of senior management and/or the Company, as
appropriate or as otherwise required pursuant to any such officer's employment
agreement and (ii) consider and, as appropriate, approve modifications to such
programs to ensure a proper fit with the philosophy of the Compensation
Committee and the agreed-upon standards and goals. The Compensation Committee
has not yet considered or approved the individual or corporate performance
goals or standards for the fiscal year ending January 31, 2000 with respect to
the Company's management incentive programs.
CHIEF EXECUTIVE OFFICER COMPENSATION
The principal factors considered by the Board of Directors in determining
Fiscal 1999 salary and bonus for George Feldenkreis, the Chairman of the Board
and Chief Executive Officer of the Company, included an analysis of the
compensation of chief executive officers of public companies within the
Company's industry and public companies similar in size and capitalization to
the Company. The Compensation Committee also considered the Company's Fiscal
1999 earnings, the fact that the Company had entered into agreements for the
acquisition of Perry Ellis International, Inc. and the acquisition of the John
Henry and Manhattan dress shirt business from Salant Corporation, expectations
for the fiscal year ending January 31, 2000 and other performance measures in
determining George Feldenkreis' compensation, but there was no specific
relationship or formula by which such compensation was tied to Company
performance. The Company also considered that, notwithstanding the fact that
his employment agreement does not require Mr. Feldenkreis to devote more than
50% of his working time to the affairs of the Company, the fact that Mr.
Feldenkreis has devoted the vast majority of his working time to the affairs of
the Company. In May 1998, the Compensation Committee renewed Mr. Feldenkreis'
employment agreement for an additional two-year period and in connection
therewith increased his base salary to $375,000. In April 1999, the
Compensation Committee increased his base salary to $400,000.
OTHER EXECUTIVE OFFICERS' COMPENSATION
Fiscal 1999 base salary and bonus for the Company's other executive
officers were determined by the Compensation Committee. This determination was
made after a review and consideration of a number of factors, including each
executive's level of responsibility and commitment, level of performance (with
respect to specific areas of responsibility and on an overall basis), past and
present contribution to and achievement of Company goals and performance during
Fiscal 1999, compensation levels at competitive publicly held companies and the
Company's historical compensation levels. Although Company performance was one
of the factors considered, the approval of the Compensation Committee was based
upon an overall review of the relevant factors, and there was no specific
relationship or formula by which compensation was tied to Company performance.
As a result of its evaluation in May 1998, the Compensation Committee renewed
Mr. Feldenkreis' employment
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agreement for an additional two-year period. In April 1999, the Compensation
Committee increased his base salary to $370,000 and adjusted his annual bonus
to be based on the greater of $470,000 or 4% of the Company's pre-tax income.
STOCK OPTIONS
The Company maintains stock option plans which are designed to attract and
retain executive officers, directors and other employees of the Company and to
reward them for delivering long-term value to the Company. In connection with
the renewal of their employment agreements in May 1998, the Committee granted
to George Feldenkreis and Oscar Feldenkreis, 150,000 and 55,000 options under
the 1993 Plan, respectively. In April 1998, the Compensation Committee granted
to Joseph Roisman 14,500 options under the 1993 Plan. In April 1999, the
Compensation Committee granted to George Feldenkreis and Oscar Feldenkreis,
250,000 and 100,000 options under the 1993 Plan, respectively.
/s/ Richard W. McEwen
/s/ Leonard Miller
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
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PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Company's Common Stock with the cumulative total stockholder return on the
Nasdaq Stock Market-US Index and The S&P Textile-Apparel Manufacturer Index
commencing on January 31, 1994 and ending January 31, 1999.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SUPREME INTERNATIONAL CORPORATION,
THE NASDAQ STOCK MARKET-U.S. INDEX
AND THE S&P TEXTILE-APPAREL INDEX
[PERFORMANCE GRAPH]
JANUARY 31,
-------------------------------------------
1995 1996 1997 1998 1999
------ ------ ------ ------ -------
Supreme .............. $ 94 $114 $136 $148 $229
Nasdaq US ............ 95 135 177 209 326
S&P Textiles ......... 100 113 136 132 121
- ----------------
* Assumes that $100 was invested on January 31, 1994 in the Company's Common
Stock or on January 31, 1994 in the Nasdaq Stock Market Index or The S&P
Textile-Apparel Index, and that all dividends are reinvested.
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CERTAIN TRANSACTIONS
LEASE AGREEMENTS
The Company maintains an office in Beijing and Taipei jointly with Carfel
in order to monitor its Far East production of its products.
Prior to the Company's consolidation of its administrative offices and
warehouse and distribution facilities, the Company occupied the following
properties from affiliated parties.
The Company leases an approximately 16,900 square foot building in Miami,
Florida which housed its executive offices. The space is leased from George
Feldenkreis, the Company's Chairman of the Board, pursuant to a lease which
expires in December 2000. The annual rental for the office facility is
approximately $128,000. The Company will continue to pay rent on this facility
until the expiration of the lease or until the lease of the facility to another
party.
The Company also leased an approximately 49,000 square foot
warehouse/office building adjacent to its former executive offices from George
Feldenkreis pursuant to a lease which expired in April 1998. Fiscal 1999 rental
for this facility was approximately $282,000. In January 1999, the Company
vacated this building.
The Company also leased an approximately 32,000 square foot warehouse and
approximately 16,900 square feet of office space from a partnership of which
Mr. Feldenkreis is a general partner. This warehouse was leased pursuant to a
lease which expired in June 1998. Fiscal 1999 rental for this facility was
approximately $136,000. This facility is currently being leased on a
month-to-month basis for a monthly rental of $11,333.
LICENSING AGREEMENTS
In January 1995, the Company entered into a license agreement ("Isaco
License Agreement") with Isaco International, Inc. ("Isaco"), pursuant to which
Isaco was granted an exclusive license to use the Natural Issue brand in the
United States and its territories and possessions to market a line of men's
underwear and loungewear. In June 1998, the Company and Isaco extended the
Isaco License Agreement for an additional year at a guaranteed minimum royalty
of $137,500. Royalty income earned from Isaco License Agreement amounted to
approximately $298,000, $296,000 and $243,000 for fiscal 1999, 1998 and 1997,
respectively. The principal shareholder of Isaco is Isaac Zelcer, who is Oscar
Feldenkreis' father-in-law.
In January 1998, the Company entered into two additional three-year
license agreements with Isaco for use of the Natural Issue brand in the United
States and its territories and possessions to market lines of hosiery and
neckwear. The license agreement for neckwear provides for a guaranteed minimum
annual royalty of $15,000 and the license agreement for hosiery provides for a
guaranteed minimum annual royalty of $25,000 during the first year, increasing
by $5,000 in each subsequent year.
The Company believes that its arrangements with George Feldenkreis, Carfel
and Isaco are on terms at least as favorable as the Company could secure from a
non-affiliated third party.
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PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME
The Company was incorporated in Florida on April 5, 1967 under the name
Supreme International Corporation. The Board of Directors, at a meeting on
April 23, 1999 approved, subject to approval by the shareholders at the Annual
Meeting, the proposed change of the Company's name to "Perry Ellis
International, Inc." and the execution and filing of Articles of Amendment to
the Company's Articles of Incorporation to effectuate same.
In April 1999, the Company completed the acquisition of Perry Ellis
International, Inc. for approximately $74.6 million in cash, net of purchase
price adjustments. Perry Ellis International, Inc. was a privately held
company, which owns and licenses the Perry Ellis brand, currently one of the
top selling brands in department stores in the United States. Perry Ellis
International, Inc. is also currently the licensor under 34 license agreements,
primarily for various categories of men's wear, boys' wear and fragrances. The
purchase of the Perry Ellis brand gives the Company a widely recognized brand
in the market and will be the Company's premier brand. Changing the name of the
Company will increase the Company's name recognition with its customers and in
the capital markets.
Accordingly, the Board has determined that the proposed name change is in
the best interests of the Company and its shareholders and will benefit the
Company going forward as it attempts to expand its business.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
PROPOSAL TO AMEND 1993 STOCK OPTION PLAN
The Board of Directors of the Company has amended, subject to shareholder
approval, the 1993 Plan to increase the number of shares of Common Stock
authorized for issuance under the 1993 Plan by 600,000 shares from a total of
900,000 shares to 1,500,000 shares of Common Stock.
1993 PLAN DESCRIPTION
The statements in this Proxy Statement concerning the terms and provisions
of the 1993 Plan are summaries only and do not purport to be complete. All such
statements are qualified in their entirety by reference to the full text of the
1993 Plan, which is attached hereto as Exhibit A.
The purpose of the 1993 Plan is to advance the interests of the Company by
providing an additional incentive to attract and retain qualified and competent
persons as employees, upon whose efforts and judgment the success of the
Company is largely dependent, through the encouragement of stock ownership in
the Company by such persons.
The 1993 Plan was effective as of April 12, 1993, and, unless sooner
terminated by the Board of Directors of the Company in accordance with the
terms thereof, shall terminate on April 12, 2003. Certain employees, who are
selected by the stock option committee, or if there is no stock option
committee by the Board of Directors, may participate in the 1993 Plan; however,
no incentive stock
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option, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code" or "Internal Revenue Code") shall be granted to a
consultant who is not also an employee of the Company.
The 1993 Plan provides for the issuance of incentive stock options
("Incentive Stock Options") and nonqualified stock options ("Nonqualified Stock
Options"). An Incentive Stock Option is an option to purchase Common Stock that
meets the definition of "incentive stock option" set forth in Section 422 of
the Code. A Nonqualified Stock Option is an option to purchase Common Stock
that meets certain requirements in the Plans but does not meet the definition
of an "incentive stock option" set forth in Section 422 of the Code.
Nonqualified Stock Options and Incentive Stock Options are sometimes referred
to herein as "Options."
The number of shares of Common Stock that may be issued pursuant to
Options granted under the 1993 Plan is presently 900,000, and if this proposal
is approved by the shareholders, will be increased to 1,500,000. If any Option
granted pursuant to the 1993 Plan terminates, expires, or is canceled or
surrendered, in whole or in part, shares subject to the unexercised portion may
again be issued pursuant to the exercise of Options granted under the 1993
Plan. The shares acquired upon exercise of Options granted under the 1993 Plan
will be authorized and unissued shares of Common Stock. The Company's
shareholders will not have any preemptive rights to purchase or subscribe for
the shares reserved for issuance under the 1993 Plan.
The 1993 Plan is administered by a stock option committee of two or more
directors (the "Committee") or, if a Committee is not designated by the Board
of Directors, by the Board of Directors as a whole. The Committee has the right
to determine, among other things, the persons to whom Options are granted, the
number of shares of Common Stock subject to Options, the exercise price of
Options and the term thereof. All employees of the Company, including officers
and directors and consultants to the Company, are eligible to receive grants of
Options under the 1993 Plan; however, no Incentive Stock Option may be granted
to a consultant who is not also an employee of the Company or any of its
subsidiaries. Upon receiving grants of Options, each holder of the Options (the
"Optionee") shall enter into an option agreement with the Company which
contains the terms and conditions deemed necessary by the Committee.
TERMS AND CONDITIONS OF OPTIONS
OPTION PRICE. For any Option granted under the 1993 Plan, the option price
per share of Common Stock may be any price not less than par value per share as
determined by the Committee; however, the option price per share of any
Incentive Stock Option may not be less than the Fair Market Value (defined
below) of the Common Stock on the date such Incentive Stock Option is granted.
On the Record Date, the closing price of the Company's Common Stock as reported
by the Nasdaq National Market was $9.125 per share.
Under the 1993 Plan, the "Fair Market Value" is the closing price of
shares on the business day immediately preceding the date of grant; however, if
the shares are not publicly traded, then the Fair Market Value will be as the
Committee shall in its sole and absolute discretion determine in a fair and
uniform manner. The closing price of the share on any business day under the
1993 Plan is (i) if the shares are listed or admitted for trading on any United
States national securities exchange, or if actual
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transactions are otherwise reported on a consolidated transaction reporting
system, the last reported sale price of shares on such exchange or reporting
system, as reported in any newspaper of general circulation, (ii) if the shares
are quoted on the National Association of Securities Dealers Automated
Quotations System, or any similar system of automated dissemination of
quotations of securities prices in common use, the mean between the closing
high bid and low asked quotations for such day of shares on such system, or
(iii) if neither clause (i) nor (ii) is applicable, the mean between the high
bid and low asked quotations for the shares as reported by the National
Quotation Bureau, Incorporated if at least two securities dealers have inserted
both bid and asked quotations for the shares on at least five of the ten
preceding days.
EXERCISE OF OPTIONS. Each Option is exercisable in such amounts, at such
intervals and upon such terms as the Committee may determine; however,
Incentive Stock Options must vest in three annual installments commencing one
year from the date of grant. In no event may an Option be exercisable after ten
years from the date of grant. Unless otherwise provided in an Option, each
outstanding Option may, in the sole discretion of the Committee, become
immediately fully exercisable (i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or occurring pursuant
to a plan), that has the result that shareholders of the Company immediately
before such transaction cease to own at least 51 percent of the voting stock of
the Company or of any entity that results from the participation of the Company
in a reorganization, consolidation, merger, liquidation or any other form of
corporate transaction; (ii) if the shareholders of the Company shall approve a
plan of merger, consolidation, reorganization, liquidation or dissolution in
which the Company does not survive (unless such plan is subsequently
abandoned); or (iii) if the shareholders of the Company shall approve a plan
for the sale, lease, exchange or other disposition of all or substantially all
the property and assets of the Company (unless such plan is subsequently
abandoned). The Committee may in its sole discretion accelerate the date on
which any Option may be exercised and may accelerate the vesting of any shares
subject to any Option or previously acquired by the exercise of any Option.
Options granted to the officers and directors under the 1993 Plan may not be
exercised unless otherwise expressly provided in any Option, until six months
following the date of grant and if and only if the Optionee is in the employ of
the Company on such date.
Unless further limited by the Committee in any Option, shares of Common
Stock purchased upon the exercise of Options must be paid for in cash, by
certified or official bank check, by money order, with already owned shares of
Common Stock, or a combination of the above. The Committee, in its sole
discretion, may accept a personal check in full or partial payment. If paid in
whole or in part with shares of already owned Common Stock, the value of the
shares surrendered is deemed to be their Fair Market Value on the date the
Option is exercised. Proceeds from the sale of Common Stock pursuant to the
exercise of Options will be added to the general funds of the Company to be
used for general corporate purposes. Under the 1993 Plan, the Company may also
lend money to an Optionee to exercise all or a portion of an Option granted
under the 1993 Plan. If the exercise price is paid in whole or in part with
Optionee's promissory note, such note shall (i) provide for full recourse to
the maker, (ii) be collateralized by the pledge of shares purchased by Optionee
upon exercise of such Option, (iii) bears interest at a rate of interest no
less than the rate of interest payable by the Company to its principal lender,
and (iv) contain such other terms as the Committee in its sole discretion shall
require.
NONTRANSFERABILITY. Options granted under the 1993 Plan are not
transferable by an Optionee other than by will or the laws of descent and
distribution, and Options are exercisable during an Optionee's lifetime only by
the Optionee.
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TERMINATION OF OPTIONS. The expiration date of an Option is determined by
the Committee at the time of the grant and is set forth in the applicable stock
option agreement. In no event may an Option be exercisable after ten years from
the date it is granted.
The 1993 Plan provides that if an Optionee's employment is terminated for
any reason other than for cause, an improper termination, mental or physical
disability or death, then the unexercised portion of the Optionee's Options
shall terminate three months after the such termination. If an Optionee's
employment is terminated for cause or if there is an improper termination of
Optionee's employment, the unexercised portion of the Optionee's Options shall
terminate immediately upon such termination. If an Optionee's employment is
terminated by reason of the Optionee's mental or physical disability, the
unexercised portion of the Optionee's Options shall terminate 12 months after
such termination. If an Optionee's employment is terminated by reason of the
Optionee's death, the unexercised portion of the Optionee's Options shall
terminate 12 months after the Optionee's death.
The Committee in its sole discretion may by giving written notice cancel,
effective upon the date of the consummation of certain corporate transactions
that would result in an Option becoming fully exercisable, cancel any Option
that remains unexercised on such date. Such notice shall be given a reasonable
period of time prior to the proposed date of such cancellation and may be given
either before or after shareholder approval of such corporate transaction.
OUTSTANDING OPTIONS
As of the Record Date, Options to purchase a total of 1,141,500 shares of
Common Stock had been granted pursuant to the 1993 Plan, 147,875 of which have
been exercised and 997,000 of which are outstanding (of which 820,187 Options
are exercisable). Outstanding Options, which are held by approximately 53
persons, are exercisable at prices ranging from $8.81 per share to $15.25 per
share and are exercisable through various expiration dates from 1999 to 2009.
See "Executive Compensation" for information with respect to stock options
granted to and held by directors and executive officers of the Company. Options
to purchase 350,000 shares of Common Stock were granted to certain executive
officers, subject to the approval by the shareholders of the amendment to the
1993 Plan.
FEDERAL INCOME TAX EFFECTS
The 1993 Plan is not qualified under the provisions of Section 401(a) of
the Code, nor is it subject to any of the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
INCENTIVE STOCK OPTIONS. Incentive Stock Options are "incentive stock
options" as defined in Section 422 of the Internal Revenue Code. Under the
Code, an Optionee generally is not subject to ordinary income tax upon the
grant or exercise of an Incentive Stock Option. However, an employee who
exercises an Incentive Stock Option by delivering shares of Common Stock
previously acquired pursuant to the exercise of an Incentive Stock Option is
treated as making a Disqualifying Disposition (defined below) of such shares if
the employee delivers such shares before the expiration of the holding period
applicable to such shares. The applicable holding period is the longer of two
years from the date of grant or one year from the date of exercise. The effect
of this provision is to prevent "pyramiding" the exercise of an Incentive Stock
Option (i.e., the exercise of the Incentive Stock Option for one share and the
use of that share to make successive exercise of the Incentive Stock Option
until it is completely exercised) without the imposition of current income tax.
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The amount by which the fair market value of the shares acquired at the
time of exercise of an Incentive Stock Option exceeds the purchase price of the
shares under such Option will be treated as an item of adjustment included in
the Optionee's alternative minimum taxable income for purposes of the
alternative minimum tax. If, however, there is a Disqualifying Disposition in
the year in which the Option is exercised, the maximum amount of the item of
adjustment for such year is the gain on the disposition of the shares. If there
is Disqualifying Disposition in a year other than the year of exercise, the
dispositions will not result in an item of adjustment for such other year.
If, subsequent to the exercise of an Incentive Stock Option (whether paid
for in cash or in shares), the Optionee holds the shares received upon exercise
for a period that exceeds (a) two years from the date such Incentive Stock
Option was granted or, if later, (b) one year from the date of exercise (the
"Required Holding Period"), the difference (if any) between the amount realized
from the sale of such shares and their tax basis to the holder will be taxed as
long-term capital gain or loss. If the holder is subject to the alternative
minimum tax in the year of disposition, such holder's tax basis in his or her
shares will be increased for purposes of determining his alternative minimum
tax for such year, by the amount of the item of adjustment recognized with
respect to such shares in the year the Option was exercised.
In general, if, after exercising an Incentive Stock Option, an employee
disposes of the shares so acquired before the end of the Required Holding
Period (a "Disqualifying Disposition"), such Optionee would be deemed in
receipt of ordinary income in the year of the Disqualifying Disposition, in an
amount equal to the excess of the fair market value of the shares at the date
the Incentive Stock Option was exercised over the exercise price. If the
Disqualifying Disposition is a sale or exchange which would permit a loss to be
recognized under the Code (were a loss in fact to be sustained), and the sales
proceeds are less than the fair market value of the shares on the date of
exercise, the Optionee's ordinary income would be limited to the gain (if any)
from the sale. If the amount realized upon disposition exceeds the fair market
value of the shares on the date of exercise, the excess would be treated as
short-term or long-term capital gain, depending on whether the holding period
for such shares exceeded one year.
An income tax deduction is not allowed to the Company with respect to the
grant or exercise of an Incentive Stock Option or the disposition, after the
Required Holding Period, of shares acquired upon exercise. In the event of a
Disqualifying Disposition, a Federal income tax deduction will be allowed to
the Company in an amount equal to the ordinary income to be recognized by the
Optionee, provided that such amount constitutes an ordinary and necessary
business expense to the Company and is reasonable, and the Company satisfies
its withholding obligation with respect to such income.
NONQUALIFIED STOCK OPTIONS. An Optionee granted a Nonqualified Stock
Option under the 1993 Plan will generally recognize, at the date of exercise of
such Nonqualified Stock Option, ordinary income equal to the difference between
the exercise price and the fair market value of the shares of Common Stock
subject to the Nonqualified Stock Option. This taxable ordinary income will be
subject to Federal income tax withholding. A Federal income tax deduction will
be allowed to the Company in an amount equal to the ordinary income to be
recognized by the Optionee, provided that such amount constitutes an ordinary
and necessary business expense to the Company and is reasonable, and the
Company satisfies its withholding obligation with respect to such income.
If an Optionee exercises a Nonqualified Stock Option by delivering other
shares, the Optionee will not recognize gain or loss with respect to the
exchange of such shares, even if their then fair market
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value is different from the Optionee's tax basis. The Optionee, however, will
be taxed as described above with respect to the exercise of the Nonqualified
Stock Option as if he had paid the exercise price in cash, and the Company
likewise generally will be entitled to an equivalent tax deduction. Provided a
separate identifiable stock certificate is issued therefor, the Optionee's tax
basis in that number of shares received on such exercise which is equal to the
number of shares surrendered on such exercise will be equal to his tax basis in
the shares surrendered and his holding period for such number of shares
received will include his holding period for the shares surrendered. The
Optionee's tax basis and holding period for the additional shares received on
exercise of a Nonqualified Stock Option paid for, in whole or in part, with
shares will be the same as if the Optionee had exercised the Nonqualified Stock
Option solely for cash.
The discussion set forth above does not purport to be a complete analysis
of the potential tax consequences relevant to the Optionees or to the Company,
or to describe tax consequences based on particular circumstances. It is based
on Federal income tax law and interpretational authorities as of the date of
this Proxy Statement, which are subject to change at any time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP, independent public accountants, has
served as the Company's independent public accountants since 1993. The Board of
Directors has selected Deloitte & Touche LLP as the Company's independent
public accountants for the current fiscal year ending January 31, 2000. One or
more representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL.
OTHER BUSINESS
The Board of Directors knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly come before the
Annual Meeting, the persons named in the accompanying proxy will vote proxies
as in their discretion they may deem appropriate, unless they are directed by a
proxy to do otherwise.
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INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal to be included in the
Company's proxy statement for the Company's 1999 Annual Meeting of Shareholders
must deliver a proposal in writing to the Company's principal executive offices
no later than January 15, 2000.
By Order Of The Board of Directors
FANNY HANONO,
Secretary
Miami, Florida
May 14, 1999
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EXHIBIT A
SUPREME INTERNATIONAL CORPORATION
1993 STOCK OPTION PLAN
(AS AMENDED)
1. PURPOSE. The purpose of this Plan is to advance the interests of SUPREME
INTERNATIONAL CORPORATION, a Florida corporation (the "Company"), by providing
an additional incentive to attract and retain qualified and competent persons as
directors, officers, employees, consultants or agents who provide management
services or upon whose efforts and judgment the success of the Company is
largely dependent, through the encouragement of stock ownership in the Company
by such persons.
2. DEFINITIONS. As used herein, the following terms shall have the meaning
indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall mean the stock option committee appointed by the
Board pursuant to Section 13 hereof or, if not appointed, the Board.
(c) "Common Stock" shall mean the Company's Common Stock, par value
$.01 per share.
(d) "Director" shall mean a member of the Board.
(e) "Disinterested Person" shall mean a Director who is not, during
the one year prior to his or her service as an administrator of this Plan, or
during such service, granted or awarded equity securities pursuant to this Plan
or any other plan of the Company or any of its affiliates, except that:
(i) participation in a formula plan meeting the conditions in
paragraph (c)(2)(ii) of Rule 16b-3 promulgated under the Securities Exchange Act
shall not disqualify a director from being a Disinterested Person;
(ii) participation in an ongoing securities acquisition plan
meeting the conditions in paragraph (d)(2)(i) of Rule 16b-3 promulgated under
the Securities Exchange Act shall not disqualify a director from being a
Disinterested Person; and
(iii) an election to receive an annual retainer fee in either
cash or an equivalent amount of securities, or partly in cash and partly in
securities, shall not disqualify a Director from being a Disinterested Person.
(f) "Fair Market Value" of a Share on any date of reference shall
be the "Closing Price" (as defined below) of the Common Stock on the business
day immediately preceding such date, unless the Common Stock is not publicly
traded, in which case, the "Fair Market Value" shall be the average of the price
of sales of Common Stock by the Company during the 90 days prior to the date of
grant or, if no sales have occurred during that period, "Fair Market Value"
shall be determined by the Committee in its sole discretion in a fair and
uniform manner. For the purpose of determining Fair Market Value, the "Closing
Price" of the Common Stock on any business day shall be (i) if the Common Stock
is listed or admitted for trading on any United States national securities
exchange, or if actual transactions are otherwise reported on a consolidated
transaction reporting system, the last reported sale price of Common Stock on
such exchange or reporting system, as reported in any newspaper of general
circulation, (ii) if the Common Stock is quoted
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on the National Association of Securities Dealers Automated Quotations System
("NASDAQ"), or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of Common Stock on such systems, or (iii) if
neither clause (i) or (ii) is applicable, the mean between the high bid and low
asked quotations for the Common Stock is reported by the National Quotation
Bureau, Incorporated if at least two securities dealers have inserted both bid
and asked quotations for Common Stock on at least five of the ten preceding
days.
(g) "Incentive Stock Option" shall mean an incentive stock option
as defined in Section 422 of the Internal Revenue Code.
(h) "Internal Revenue Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
(i) "Non-Statutory Stock Option" shall mean an Option which is not an
Incentive Stock Option.
(j) "Officer" shall mean the Company's president, principal financial
officer, principal accounting officer and any other person who the Company
identifies as an "executive officer" for purposes of reports or proxy materials
filed by the Company pursuant to the Securities Exchange Act.
(k) "Option" (when capitalized) shall mean any option granted under
this Plan.
(l) "Optionee" shall mean a person to whom a stock option is granted
under this Plan or any person who succeeds to the rights of such person under
this Plan by reason of the death of such person.
(m) Plan" shall mean this Stock Option Plan for the Company.
(n) "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
(o) "Share(s)" shall mean a share or shares of the Common Stock.
3. SHARES AND OPTIONS. The Company may grant to all Optionees from time to
time Options to purchase a total of one million five hundred thousand
(1,500,000) Shares from Shares held in the Company's treasury or from authorized
and unissued Shares. If any Option granted under the Plan shall terminate,
expire, or be cancelled or surrendered as to any Shares, new Options may
thereafter be granted covering such Shares. An Option granted hereunder shall be
either an Incentive Stock Option or a Non-Statutory Stock Option as determined
by the Committee at the time of grant of such Option and shall clearly state
whether it is an Incentive Stock Option or Non-Statutory Stock Option. All
Incentive Stock Options shall be granted within 10 years from the effective date
of this Plan.
4. DOLLAR LIMITATION. Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate fair market value (determined at the time the option is
granted) of the Shares, with respect to which Options meeting the requirements
of Internal Revenue Code Section 422 are exercisable for the first time by any
individual during any calendar year (under all plans of the Company), exceeds
$100,000.
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5. CONDITIONS FOR GRANT OF OPTIONS.
(a) Each Option shall be evidenced by an option agreement that may
contain any term deemed necessary or desirable by the Committee, provided such
terms are not inconsistent with this Plan or any applicable law. Optionees shall
be those persons selected by the Committee from the class of all regular
employees of the Company, all Directors, consultants and/or agents, whether or
not employees; PROVIDED, HOWEVER, that no Incentive Stock Option shall be
granted to a Director, consultant and/or agent who is not also an employee of
the Company or a Subsidiary. Any person who files with the Committee, in a form
satisfactory to the Committee, a written waiver of eligibility to receive any
Option under this Plan shall not be eligible to receive any Option under this
Plan for the duration of such waiver.
(b) In granting Options, the Committee may take into consideration the
contribution the person has made to the success of the Company and such other
factors as the Committee shall determine. The Committee shall also have the
authority to consult with and receive recommendations from officers and other
personnel of the Company with regard to these matters. The Committee may from
time to time in granting Options under the Plan prescribe such other terms and
conditions concerning such Options as it deems appropriate, including, without
limitation, (i) prescribing the date or dates on which the Option becomes
exercisable, (ii) providing that the Option rights accrue or become exercisable
in installments over a period of years, or upon the attainment of stated goals
or both, or (iii) relating an Option to the continued employment of the Optionee
for a specified period of time, provided that such terms and conditions are not
more favorable to an Optionee than those expressly permitted herein.
(c) The Options granted to employees under this Plan shall be in
addition to regular salaries, pension, life insurance or other benefits related
to their employment with the Company. Neither the Plan nor any Option granted
under the Plan shall confer upon any person any right to employment or
continuance of employment by the Company.
(d) Notwithstanding any other provision of this Plan, and in addition
to any other requirements of this Plan, Options may not be granted to a Director
or Officer unless the grant of such Options is authorized by, and all of the
terms, of such Options are determined by, a Committee that is appointed in
accordance with Section 13 of this Plan and all of whose members are
Disinterested Persons.
6. OPTION PRICE. The option price per Share of any Option shall be any
price determined by the Committee but shall not be less than the par value per
Share; provided, however, that in no event shall the option price per Share of
any Incentive Stock Option be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.
7. EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Committee in its sole discretion have been made for
the Optionee's payment to the Company of the amount that is necessary for the
Company employing the Optionee to withhold in accordance with applicable Federal
or state tax withholding requirements. Unless further limited by the Committee
in any Option, the option price of any Shares purchased shall be paid in cash,
by certified or official bank check, by money order, with Shares or by a
combination of the above; provided further, however, that the Committee in its
sole discretion may accept a personal check in full or partial payment of any
Shares. If the exercise price is paid in whole or in part with Shares, the value
of the Shares surrendered shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established by the Committee in
connection with this Plan, lend money to an Optionee to exercise all or a
portion of an Option granted hereunder. If the exercise price is paid in whole
or part with Optionee's promissory note, such note shall (i)
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provide for full recourse to the maker, (ii) be collateralized by the pledge of
the Shares that the Optionee purchases upon exercise of such Option, (iii) bear
interest at a rate no less than the rate of interest payable by the Company to
its principal lender, and (iv) contain such other terms as the Committee in its
sole discretion shall require. No Optionee shall be deemed to be a holder of any
Shares subject to an Option unless and until a stock certificate or certificates
for such Shares are issued to such person(s) under the terms of this Plan. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
expressly provided in Section 10 hereof.
8. EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee shall provide in
such Option, except as otherwise provided in this Section 8.
(a) The expiration date of an Option shall be determined by the
Committee at the time of grant, but in no event shall an Option be exercisable
after the expiration of 10 years from the date of grant of the Option.
(b) Unless otherwise provided in any Option, each outstanding Option
shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall include a series
of transactions occurring within 60 days or occurring pursuant to a plan), that
has the result that shareholders of the Company immediately before such
transaction cease to own at least 51 percent of the voting stock of the Company
or of any entity that results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any other form of
corporate transaction;
(ii) if the shareholders of the Company shall approve a plan of
merger, consolidation, reorganization, liquidation or dissolution in which the
Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or
(iii) if the shareholders of the Company shall approve a plan for
the sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Company (unless such plan is subsequently abandoned).
(c) The Committee may in its sole discretion accelerate the date on
which any Option may be exercised and may accelerate the vesting of any Shares
subject to any Option or previously acquired by the exercise of any Option.
(d) Options granted to Officers and Directors shall not be exercisable
until the expiration of a period of at least six months following the date
of grant.
9. TERMINATION OF OPTION PERIOD.
(a) The unexercised portion of any Option shall automatically and
without notice terminate and become null and void at the time of the earliest
to occur of the following:
(i) three months after the date on which the Optionee's
employment is terminated (or, in the case of a non-employee, the date on which
the Optionee ceases his or her relationship with the Company or, in the case of
a Non-Statutory Stock Option, and unless the Committee shall otherwise determine
in writing in its sole discretion, the date on which the Optionee's employment
is terminated, in either case for any reason other than by reason of (A) Cause,
which, solely for purposes of this Plan, shall
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mean the termination of the Optionee's employment (or in the case of a
non-employee, the removal of the Optionee as a Director, consultant or agent) by
reason of the Optionee's willful misconduct or gross negligence, (B) a mental or
physical disability as determined by a medical doctor satisfactory to the
Committee, or (C) death;
(ii) immediately upon the termination of the Optionee's
employment for (or, in the case of a non-employee, the removal of the Optionee
as a Director, consultant or agent) Cause;
(iii) one year after the date on which the Optionee's employment
is terminated by reason of a mental or physical disability (within the meaning
of Internal Revenue Code Section 22(e)) as determined by a "medical doctor
satisfactory to the Committee; or
(iv) (A) twelve months after the date of termination of the
Optionee's employment (or, in the case of a non-employee, the date the Optionee
is removed as a Director, consultant or agent) by reason of death of the
employee, or (B) three months after the date on which the Optionee shall die if
such death shall occur during the one year period specified in Subsection
9(a)(iii) hereof.
Prior to becoming null and void as provided above, an Option held at the date of
termination (but only to the extent exercisable at the date of such termination
in accordance herewith) may be exercised in whole or in part.
(b) The Committee in its sole discretion may by giving written notice
("Cancellation Notice") cancel, effective upon the date of the consummation of
any corporate transaction described in Subsections 8(b)(ii) or (iii) hereof, any
Option that remains unexercised on such date. Such Cancellation Notice shall be
given a reasonable period of time prior to the proposed date of such
cancellation and may be given either before or after approval of such corporate
transaction.
10. ADJUSTMENT OF SHARES.
(a) If at any time while the Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event:
(i) appropriate adjustment shall be made in the maximum number of
Shares available for grant under the Plan, so that the same percentage of the
Company's issued and outstanding Shares shall continue to be subject to being so
optioned; and
(ii) appropriate adjustment shall be made in the number of Shares
and the exercise price per Share thereof then subject to any outstanding Option,
so that the same percentage of the Company's issued and outstanding Shares shall
remain subject to purchase at the same aggregate exercise price.
(b) Subject to the specific terms of any Option, the Committee may
change the terms of Options outstanding, under this Plan, with respect to the
option price or the number of Shares subject to the Options, or both, when, in
the Committee's sole discretion, such adjustments become appropriate by reason
of a corporate transaction described in Subsections 8(b)(ii) or (iii) hereof.
(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its Capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
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conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of or exercise price of Shares then subject
to outstanding Options granted under the Plan.
(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company, or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
11. TRANSFERABILITY OF OPTIONS. Each Option shall provide that such Option
shall not be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.
12. ISSUANCE OF SHARES. As a condition of any sale or issuance of Shares
upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:
(i) a representation and warranty by the Optionee to the Company,
at the time any Option is exercised, that he is acquiring the Shares to be
issued to him for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares; and
(ii) a representation, warranty and/or agreement to be bound by
any legends that are, in the opinion of the Committee, necessary or appropriate
to comply with the provisions of any securities law deemed by the Committee to
be applicable to the issuance of the Shares and are endorsed upon the Share
certificates.
13. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee, which shall
consist of not less than two Directors, each of whom shall be Disinterested
Persons to the extent required by Section 5(d) hereof. The Committee shall have
all of the powers of the Board with respect to the Plan. Any member of the
Committee may be removed at any time, with or without cause, by resolution of
the Board and any vacancy occurring in the membership of the Committee may be
filled by appointment by the Board.
(b) The Committee, from time to time, may adopt rules and regulations
for carrying out the purposes of the Plan. The Committee's determinations and
its interpretation and construction of any provision of the Plan shall be final
and conclusive.
(c) Any and all decisions or determinations of the Committee shall be
made either (i) by a majority vote of the members of the Committee at a meeting
or (ii) without a meeting by the unanimous written approval of the members of
the Committee.
14. INCENTIVE OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other
provisions of the Plan to the contrary, an incentive Stock Option shall not be
granted to any person owning directly or indirectly (through attribution under
Section 424(d) of the Internal Revenue Code) at the date of grant, stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or of
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any subsidiary (as defined in Section 424 of the Internal Revenue Code) at the
date of grant) unless the option price of such Option is at least 110% of the
Fair Market Value of the Shares subject to such Option on the date the Option is
granted, and such Option by its terms is not exercisable after the expiration of
five years from the date such Option is granted.
15. INTERPRETATION.
(a) The Plan shall be administered and interpreted so that all
Incentive Stock Options granted under the Plan will qualify as Incentive Stock
Options under Section 422 of the Internal Revenue Code. If any provision of the
Plan should be held invalid for the granting of Incentive Stock Options or
illegal for any reason, such determination shall not affect the remaining
provisions hereof, but instead the Plan shall be construed and enforced as if
such provision had never been included in the Plan.
(b) This Plan shall be governed by the laws of the State of Florida.
(c) Headings contained in this Plan are for convenience only and shall
in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.
16. AMENDMENT AND DISCONTINUATION OF THE PLAN. Either the Board or the
Committee may from time to time amend the Plan or any Option; provided, however,
that, except to the extent provided in Section 10, no such amendment may,
without approval by the shareholders of the Company, (a) materially increase the
benefits accruing to participants under the Plan, (b) materially increase the
number of securities which may be issued under the Plan, or (c) materially
modify the requirements as to eligibility for participation in the Plan; and
provided further, that, except to the extent provided in Section 9, no amendment
or suspension of the Plan or any Option issued hereunder shall substantially
impair any Option previously granted to any Optionee without the consent of such
Optionee.
17. EFFECTIVE DATE AND TERMINATION DATE. The effective date of the Plan is
the date on which the Board adopts this Plan, and the Plan shall terminate on
the 10th anniversary of the effective date.
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SUPREME INTERNATIONAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - JUNE 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SUPREME INTERNATIONAL CORPORATION
The undersigned hereby appoints George Feldenkreis and Oscar Feldenkreis
as Proxies, each with full power to appoint a substitute, to represent and to
vote, with all the powers the undersigned would have if personally present, all
the shares of Common Stock $.01 par value per share of Supreme International
Corporation (the "Company") held of record by the undersigned on May 7, 1999 at
the Annual Meeting of Shareholders to be held on June 11, 1999 or any
adjournment or adjournments thereof.
PROPOSAL 1.
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[ ] FOR ALL THE NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below.
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(INSTRUCTIONS: To withhold authority for any individual nominee, write that
nominee's name in the space below.)
Ronald L. Buch, Salomon Hanono
- --------------------------------------------------------------------------------
PROPOSAL 2. Approval of proposal to amend the Company's Articles of
Incorporation to change the Company's name to "Perry Ellis International, Inc."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 3. Approval of proposal to amend the Company's 1993 Stock Option Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 4. Ratification of selection of Deloitte & Touche as independent
public accountants for the Company for the fiscal year ending January 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, the Proxies are authorized to vote upon other business as
may come before the meeting.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
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This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, the Proxy will
be voted FOR Proposals 1, 2, 3 and 4.
Dated: _______________, 1999
____________________________
(Signature)
____________________________
(Signature)
PLEASE SIGN HERE
Please date this proxy and
sign your name exactly as
it appears hereon.
Where there is more than
one owner, each should
sign. When signing as an
agent, attorney,
administrator, executor,
guardian, or trustee,
please add your title as
such. If executed by a
corporation, the proxy
should be signed by a duly
authorized officer who
should indicate his office.
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
