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:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] 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 Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on 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:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
(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.
1
<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.
2
<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.
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.
<TABLE>
<CAPTION>
% OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER(1)(2) NUMBER OF SHARES OUTSTANDING
----------------------------------------------------------------- ----------------------- --------------------------
<S> <C> <C>
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
</TABLE>
------------------
*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 believes 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").
(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.
4
<PAGE>
(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.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
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
</TABLE>
-----------
(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, Inc. ("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.
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.
7
<PAGE>
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 $100,000 during Fiscal 1999 (together with the
CEO, collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------------------- ----------------------------------------
SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) OPTION/SAR'S (#) COMPENSATION($)(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
</TABLE>
- -------------------
(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.
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>
OPTIONS GRANTED IN LAST FISCAL YEAR
------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE OF ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERMS ($)(1)
----------------------------
% OF TOTAL
NUMBER OF SHARES OPTIONS
UNDERLYING GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED (#)(1) FISCAL YEAR ($/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>
- -------------
(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.
9
<PAGE>
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 AT FISCAL YEAR-END (#) OPTIONS 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
</TABLE>
- -------------
(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.
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 $8.81 per share. As of the Record Date, the
following options granted to non-employee directors were outstanding under the
1993 Plan and the Directors' Plan:
<TABLE>
<CAPTION>
NAME OF OPTIONEE NUMBER OF SHARES EXERCISE PRICE($) EXPIRATION DATE
- --------------------------------- ---------------------- --------------------- ---------------------------
<S> <C> <C> <C> <C>
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
</TABLE>
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
10
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purchase a total of 100,000 shares of Common Stock at an exercise price of $8.81
per share. 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 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. 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 various exercise prices. 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 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.
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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 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 May 1998, the Compensation Committee granted to
Joseph Roisman 3,000 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
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
JANUARY 31,
------------------------------------------------------------------
1995 1996 1997 1998 1999
------------ ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Supreme...................... $ 94 $114 $136 $148 $229
Nasdaq US.................... 95 135 177 209 326
S&P Textiles................. 100 113 136 132 121
</TABLE>
--------------------
* 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-US Index or The S&P Textile-Apparel Manufacturer 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 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
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<PAGE>
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 $ 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 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
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<PAGE>
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.
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 _____________
shares of Common Stock had been granted pursuant to the 1993 Plan,
______________ of which have been exercised and _____________ of which are
outstanding (of which _____________ Options are exercisable). Outstanding
Options, which are held by approximately ______ persons, are exercisable at
prices ranging from $_______ per share to $_______ per share and are exercisable
through various expiration dates from ______ to _______. See "Executive
Compensation" for information with respect to stock options granted to and held
by directors and executive officers of the Company.
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 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.
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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.
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 14, 1999 at the Annual Meeting of Shareholders to be held on
June 11, 1999 or any adjournment or adjournments thereof.
PROPOSAL 1.
[ ] FOR ALL THE NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all
nominees listed below
Ronald L. Buch
Salomon Hanono
(INSTRUCTIONS: To withhold authority for any individual nominees, write that
nominee's name in the space below.)
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 LLP 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.
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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
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(Signature)
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(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.
