UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 ss. 240.14a-11(c) or ss. 240.14a-12
Paramark Enterprises, Inc.
(Name of Registrant as Specified In Its Charter)
Paramark Enterprises, Inc.
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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>
PARAMARK ENTERPRISES, INC.
One Harmon Plaza
Secaucus, New Jersey 07094
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 1999
To the Stockholders of Paramark Enterprises, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Paramark Enterprises, Inc. (the "Company") will be held at 10:00 am Eastern
Standard Time on Thursday June 10, 1999 at the law offices of Blank Rome Comisky
& McCauley LLP, One Logan Square, Philadelphia, Pennsylvania, for the following
purposes:
1. To elect four (4) directors to serve for the ensuing year and until
their successors are duly elected and qualified.
2. To transact any other business as may properly come before the
Annual Meeting or any postponements or adjournments thereof.
The close of business on April 30, 1999 has been fixed as the record
date (the "Record Date") for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting. Whether
or not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Stockholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof. A return envelope which
requires no postage if mailed in the United States is enclosed for your
convenience.
By Order of the Board of Directors
Alan S. Gottlich, Secretary
Secaucus, New Jersey
May 7, 1999
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING POSTAGE PAID AND ADDRESSED ENVELOPE WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE ANNUAL MEETING. PROXIES ARE REVOCABLE AT ANY TIME
PRIOR TO THE TIME THEY ARE VOTED, AND STOCKHOLDERS WHO ARE PRESENT AT THE ANNUAL
MEETING MAY WITHDRAW THEIR PROXIES AND VOTE IN PERSON IF THEY SO DESIRE.
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<PAGE>
PARAMARK ENTERPRISES, INC.
One Harmon Plaza
Secaucus, New Jersey 07094
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of Common Stock $.01
per value, (the "Common Stock") of Paramark Enterprises, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation by the Board of
Directors of the Company of proxies in the form enclosed to be voted at the
annual meeting of stockholders of the Company (the "Annual Meeting") to be held
at the law offices of Blank Rome Comisky & McCauley LLP, One Logan Square,
Philadelphia, Pennsylvania on Thursday, June 10, 1999, at 10:00 am Eastern
Standard Time, and for any adjournment or adjournments thereof, for the
following purposes:
1. To elect four (4) directors to serve for the ensuing year and
until their successors are duly elected and qualified, and
2. To transact any other business as may properly come before the
Annual Meeting or any postponements or adjournments thereof.
The Board of Directors knows of no other business which will come
before the Annual Meeting.
The approximate date on which this proxy statement and the accompanying
form of proxy will first be sent or given to stockholders is May 7, 1999.
All shares represented by each properly executed unrevoked proxy
received in time for the Annual Meeting will be voted as specified. If no
specified instructions are given with respect to the matters to be acted upon,
the shares represented by a signed and dated proxy will be voted in favor of the
Company's nominees for director, and in the judgment of the Board of Directors,
on any other matters which may properly come before the Annual Meeting. Sending
in a signed proxy will not affect the stockholder's right to attend the Annual
Meeting and vote in person since the proxy is revocable. Any stockholder giving
a proxy has the power to revoke it by, among other methods, delivering a later
dated proxy or giving written notice to the Secretary of the Company at any time
before the proxy is exercised.
Only stockholders of record at the close of business on April 30, 1999
are entitled to notice and to vote at the Annual Meeting or any adjournment
thereof. On the record date, there were issued and outstanding 3,373,083 shares
of Common Stock. Each outstanding share of Common Stock is entitled to one vote
upon all matters to be acted upon at the Annual Meeting.
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<PAGE>
In order for a quorum to be present, a majority of the outstanding shares of the
Company's common stock as of the Record Date must be present in person or
represented by proxy at the Annual Meeting. All such shares that are present in
person or represented by proxy at the Annual Meeting will be counted in
determining whether a quorum is present, no matter how the shares are voted or
whether they abstain from voting or are broker non-votes. The election of
directors will be determined by a plurality vote. The affirmative vote of
holders of a majority of the shares of Common Stock outstanding as of the Record
Date is required to approve any other business matters properly brought before
the Annual Meeting. An abstention or broker non-vote, therefore will have the
same effect as an "against" vote.
The executive officers of the Company are located at One Harmon Plaza,
Secaucus, New Jersey 07094 and its telephone number is (201) 422-0910.
The enclosed proxy confers discretionary authority to vote with respect
to any and all of the following matters that may come before the Annual Meeting:
(i) matters which the Company had not received notice of, at least 60 but not
more than 90 days prior to the Annual Meeting (provided that if less than 70
days notice or prior public disclosure of such meeting is provided, the 10th day
following the date notice of the Annual Meeting is mailed or public notice of
the Annual Meeting date is made) are to be presented at the Annual Meeting; (ii)
approval of the minutes of a prior meeting of stockholders, if such approval
does not amount to ratification of the action taken at the Annual Meeting; (iii)
the election of any person to any office for which a bona fida nominee is unable
to serve or for good cause will not serve; (iv) any proposal omitted from this
proxy statement and form of proxy pursuant to Rules 14a-8 or 14a-9 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (v)
matters incident to the conduct of the Annual Meeting. In connection with such
matters, the persons named in the enclosed form of proxy will vote in accordance
with their best judgment.
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<PAGE>
BENEFICIAL OWNERSHIP
The following table sets forth information, as of December 31, 1998 as
to the beneficial ownership of Common Stock (including shares which may be
acquired within sixty days pursuant to stock options) of each director of the
Company and the executive officers of the Company listed in the Summary
Compensation Table below, all directors and executive officers as a group and
persons known by the Company to beneficially own more than 5% of the Common
Stock. Except as set forth below, no person beneficially owns more than 5% of
the Common Stock.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of of Common Stock Percent
Beneficial Owner (1) Beneficially Owned (2) Beneficially Owned
-------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Loccisano 1,515,049 (3)(4) 38.6%
Alan Gottlich 345,589 (5)(6) 8.8%
Philip Friedman 82,109 (7) 2.1%
Paul Bergrin 37,500 (8) 1.0%
All Directors and Executive Officers
as of group (four persons) 1,980,247 (9) 50.4%
<FN>
(1) Unless otherwise indicated, the address of each beneficial owner is that of
the Company's principal executive offices.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission. Accordingly, they
may include securities owned by of for, among others, the wife and/or minor
children of the individual and any other relative who has the same home as
such individual, as well as other securities as to which the individual has
or shares voting or investment power or has the right to acquire under
outstanding stock options within 60 days after the date of this table.
Beneficial ownership may be disclaimed as to certain of the securities.
Certain of these shares are held in escrow ("Escrow Shares") and are
subject to release on the earlier of (a) the achievement by the Company of
certain minimum pre-tax earnings during specified periods, and (b) May 12,
2001. Such shares may be voted but may not be transferred prior to the
release from escrow.
(3) Includes 506,695 shares held by The Charles Loccisano Irrevocable Trust
f/b/o Marissa Loccisano of which 213,747 are Escrow Shares, and 506,695
shares held by The Charles Loccisano Irrevocable Trust f/b/o Michael
Loccisano (jointly referred to as the "Loccisano Trusts") of which 213,746
are escrow shares, with respect to which Mr. Loccisano is the settlor. Mr.
Loccisano disclaims beneficial ownership of these shares. Mr. Gottlich and
Mr. Feiger are the trustees of the Loccisano Trusts and posses shared
voting and dispositive power.
(4) Includes a maximum of 283,125 shares which may be acquired upon the
exercise of options exercisable within the next 60 days. Excludes 30,000
shares subject to options not exercisable within the next 60 days.
(5) Includes a maximum of 158,250 shares which may be acquired upon the
exercise of options exercisable within the next 60 days. Excludes 30,000
shares subject to options not exercisable within the next 60 days.
(6) Includes 155,874 shares held by Mr. Gottlich's spouse of which 64,765 are
Escrow Shares, as to which Mr. Gottlich disclaims beneficial ownership.
Excludes 1,013,390 shares held by the Loccisano Trusts over which Mr.
Gottlich has shared voting and dispositive power.
(7) Includes a maximum of 77,109 shares which may be acquired upon the exercise
of options exercisable within the next 60 days. Excludes 30,000 shares
subject to options not exercisable within the next 60 days.
(8) Represents shares that are issuable upon the exercise of options
exercisable within the next 60 days. Excludes 30,000 shares subject to
options not exercisable within the next 60 days.
(9) Includes a maximum of 555,984 shares which may be acquired upon the
exercise of options that are exercisable within the next 60 days.
</FN>
</TABLE>
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<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Under the Company's by-laws, the Company's Directors are elected for
one year terms until their respective successors are duly elected and qualified.
The officers of the Company are appointed by the Board of Directors to hold
office until their successors are duly elected and qualified.
Under the Company's by-laws, the Board of Directors shall consist of
not less than three and not more than fifteen directors, such numbers to be set
by the Board by resolution. The Board has set the number of directors at four.
All the nominees are currently serving as directors of the Company. The
Company knows of no reason why any nominee would be unable to serve as a
director. Each nominee has consented to being named in this Proxy Statement and
to serve if elected. If any nominee should for any reason become unable to
serve, then all valid proxies will be voted for election of such substitute
nominee as the Board may designate.
The Company's Board of Directors recommends voting "FOR" the four
nominees listed below.
Information about Directors
The following table sets forth certain information with respect to the
executive officers and directors of the Company as of the Record Date. There are
no family relationships among any directors or executive officers of the
Company.
<TABLE>
<CAPTION>
Name Age Position with the Company Director Since
<S> <C> <C> <C>
Charles Loccisano 50 Chairman, Chief Executive Officer 1992
and Director
Alan Gottlich 38 President, Chief Financial Officer, 1992
Treasurer and Director
Philip Friedman 51 Director 1993
Paul Bergrin 42 Director 1996
</TABLE>
The following sets forth information regarding the Company's directors
and executive officers. Unless otherwise indicated, all directors have held
their present position for at least five years.
Charles Loccisano has been the Chairman, Chief Executive Officer and
Director of the Company since its acquisition in June 1992. Since 1980, Mr.
Loccisano has primarily engaged in the acquisition, development and/or
management of real estate through his general partnership interest in various
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<PAGE>
real estate limited partnerships. Some of these partnerships were forced to file
for protection under the United States Bankruptcy Code after a turndown in the
real estate market in 1987 and after the temporary loss by Mr. Loccisano, and
his partner, of control of these limited partnerships. Subsequently, Mr.
Loccisano and his partner regained control, and some of these partnerships were
successfully reorganized and some lost their real properties in bankruptcy
and/or to foreclosure. Mr. Loccisano, through a separate entity and with
partners, was also a franchisee of the Company until 1993, and was a principal
of a company that owned five Roy Roger restaurants in New Jersey from 1989
through 1994.
Alan Gottlich has been the Vice Chairman, Chief Financial Officer and
Director of the Company since its acquisition in June 1992, and the President
since October, 1996. Prior thereto, Mr. Gottlich was primarily engaged in the
acquisition, development and/or management of real estate through his general
partner interest in various real estate limited partnerships. One of these
entities was forced to file for protection under the United States Bankruptcy
Code in 1993 and subsequently lost its real property. Mr. Gottlich, through a
separate entity and together with partners, was also a franchisee of the Company
until 1993, and was a principal of a company that owned five Roy Rogers
restaurants in New Jersey from 1989 through 1994. Prior to that, Mr.
Gottlich was a staff accountant at Touche Ross & Co.
Philip Friedman has been a Director of the Company since August 1993.
Mr. Friedman is the president of McAlister's Corporation, operator and
franchiser of the McAlister's Deli Restaurant chain. He is also Chairman of the
Board for Rosti Restaurants and is the President and principal shareholder of
P.Friedman & Associates, Inc., a food management and consulting company based in
Rockville, Maryland. From 1984 through 1986, he was he was Vice President of
Finance and Administration for Cini-Little International, Inc., the largest food
service consulting firm in the United States. While with P. Friedman &
Associates, Mr. Friedman has taken interim executive positions with certain
clients. In 1996, Mr. Friedman was named interim President of Panda Management
Company, Inc. a national chain of restaurants serving Chinese food. Mr. Friedman
graduated from the University of Connecticut with Bachelors and Masters degrees
and received his MBA from the Wharton School of Business at the University of
Pennsylvania. Mr. Friedmn serves as a director of Roadhouse Grill, Inc., a
publicly traded corporation.
Paul Bergrin has been a Director of the Company since November 1996.
Mr. Bergrin has been a partner in the law firm of Pope, Grossman, Bergrin
Toscano and Verdesco for more than the last five years specializing in criminal
and civil litigation.
Directors' Meetings
The Board of Directors met 6 times during the fiscal year 1998. Each
Director attended more than 75% of the combined number of meetings of both the
Board of Directors and of any committees of the Board on which the Director
served.
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<PAGE>
Committees of the Board of Directors
The Board of Directors has established compensation, audit and option
committees. The members of the Compensation Committee, the Audit Committee and
the Option Committee consists of Philip Friedman and Paul Bergrin. The Audit
Committee, the Compensation Committee and the Option Committee each held one
meeting in fiscal 1998.
The Audit Committee reviews and examines detailed reports of the
Company's independent public accountants; consults with the independent public
accountants regarding internal accounting controls, audits results and financial
reporting procedures; recommends the engagement and continuation of engagement
of the Company's independent public accountants; and meets with, and reviews and
considers recommendations of, the independent public accountants.
The Compensation Committee reviews the performance of senior management
and key employees whose compensation is the subject of review and approval by
the Committee; periodically reviews and recommends to the Board of Directors
compensation arrangements for senior management and key employees; and
periodically reviews the main elements of, and administers, the Company's
compensation and benefit programs, other than the 1993 Stock Option Plan and the
1996 Stock Option Plan.
The Option Committee administers the 1993 Stock Option Plan and the
1996 Stock Option Plan and, to the extent provided by such Plans, determines the
persons to whom options are granted, the exercise price, term and number of
shares covered by each option to be granted. In addition, the Option Committee
exercises all discretionary power regarding the Plan's operations.
Advance Notice For Director Nominations
The Company's By-laws provide that in order for a stockholder to
nominate a candidate for election as a director at an annual meeting of
stockholders or to propose business for consideration at such meeting, notice
must be delivered to the Secretary of the Company not less than 60 days nor more
than 90 days prior to the annual meeting. However, in the event that less than
70 days prior notice of the date of the meeting is given to stockholders, notice
by the stockholders must be received not later than 10 days after notice of the
meeting has been given. Based on the scheduled meeting date for this year's
annual meeting, in order for a stockholder to propose director nominations at
the 1999 Annual Meeting, the stockholder must deliver notice to the Secretary no
later than May 17, 1999. Any stockholder desiring a copy of the Company's
Certificate of Incorporation will be furnished one without charge upon written
request to the Secretary.
-8-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the total annual compensation paid or
accrued by the Company for services in all capacities for the Chief Executive
Officer and each other officer who made in excess of $100,000 (salary plus
bonuses) (the "Named Officers") for the fiscal years ended December 31, 1998,
1997 and 1996. No other executive officers of the Company who were serving as
such at the end of such fiscal years received salary and bonus in excess of
$100,000.
<TABLE>
<CAPTION>
Long Term Compensation Awards
Annual Compensation Other
Name and Principal Annual Securities
Position Year Salary Bonus Comp.(1) Underlying Options
<S> <C> <C> <C> <C> <C>
Charles Loccisano, 1998 $189,935 (2) $105,984 $12,000 312,125 (4)
Chairman, and Chief 1997 134,615 68,805 12,000 225,000
Executive Officer 1996 130,000 31,500 12,000 -0-
Alan Gottlich, 1998 $125,818 (3) $52,992 $ 9,000 188,250 (4)
President and Chief 1997 98,464 34,402 9,000 163,500
Financial Officer 1996 95,000 14,000 9,000 -0-
<FN>
(1) These amounts represent reimbursable automobile expenses.
(2) $17,500 of this amount represents salary accruals from 1997 paid during
1998.
(3) $11,250 of this amount represents salary accruals from 1997 paid during
1998.
(4) In January 1998, the Board of Directors approved a resolution by the
Options Committee whereby the Company canceled stock options held by
Messrs. Loccisano and Gottlich in the amount of 417,500 and 251,000
respectively, and granted new options in the amount of 313,125 and 188,250
respectively.
</FN>
</TABLE>
Stock Option Grants in Last Fiscal Year
The following table sets forth information regarding options granted to
the Named Officers during fiscal 1998.
<TABLE>
<CAPTION>
Number of % of Total Options Exercise or Base Expiration Date
Securities Granted to Price
Underlying Options Employees in
Name Granted Fiscal 1998
<S> <C> <C> <C> <C>
Charles Loccisano, Chairman, 313,125 42.0% $.50 March 15, 2008
and Chief Executive Officer
Alan Gottlich, President, and 188,250 25.3% $.50 March 15, 2008
Chief Financial Officer
</TABLE>
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<PAGE>
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
The following table sets forth information regarding aggregate option
exercises and year end option values.
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at In-The-Money
12/31/98 (1) Options at 12/31/98
Shares Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Charles Loccisano, Chairman 0 0 313,125 / 30,000 0 / 0
and Chief Executive Officer
Alan Gottlich, President, and 0 0 188,250 / 30,000 0 / 0
Chief Financial Officer
</TABLE>
Director Compensation
The Company provides compensation to outside directors at the rate of $300 per
month, and provides reimbursement of travel and other expenses incurred in
attending meetings. Directors who are employees of the Company do not receive
fees for attendance at director' meetings.
During the last fiscal year, the Company canceled options held by Philip
Friedman and Paul Bergrin, its two outside directors, in the amount of 125,000
and 90,000 respectively, and granted new options in the amount of 107,109 and
67,500 respectively. The new options are exercisable at $.50 per share, and have
the same vesting provisions as the canceled options. As of December 31, 1998,
77,109 options have vested to Philip Friedman and 37,500 options have vested to
Paul Bergrin.
No other compensation was paid to the directors during the last fiscal year.
Employment Contracts and Change of Control Agreements
On October 1, 1997, the Company entered into a three year employment agreement
with Charles Loccisano, the Company's Chairman and Chief Executive Officer,
providing for an annual base salary of $175,000. The base salary will be
increased by 10% per annum on each anniversary, and a bonus may be payable at
the discretion of the Board of Directors.
On October 1, 1997, the Company entered into a three year employment agreement
with Alan Gottlich, the Company's President and Chief Financial Officer,
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<PAGE>
providing for an annual base salary of $125,000. The base salary will be
increased by 10% per annum on each anniversary, and a bonus may be payable at
the discretion of the Board of Directors.
Both of these employment agreements include change of control provisions
providing for a payment equal to two years base salary plus one half of
aggregate bonuses paid during the three years prior to termination. In addition,
both of these employment agreements have a number or provisions relating to
term, duties, termination and other contractual rights.
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<PAGE>
CERTAIN TRANSACTIONS
Policy for Related Party Transactions
The Company believes that all transactions with officers, directors, or
affiliates to date are on terms no less favorable than those available from
unaffiliated third parties. It is the Company's policy that all future
transactions with officers, directors, or affiliates will be approved by the
independent members of the Company's Board of Directors not having an interest
in the transaction and will be on terms no less favorable than could be obtained
from unaffiliated third parties.
Heinz Bakery Products License Agreement
In June 1992, the Company entered into an exclusive 20 year license
agreement with Heinz Bakery Products ("Heinz"), pursuant to which, among other
things, Heinz paid an aggregate of $1.425 million in advance royalties to be
offset by actual royalties earned. The advance royalties owed to Heinz were
guaranteed by Charles Loccisano, the Chairman and Chief Executive Officer of the
Company. In August 1996, the Company entered into an agreement with Heinz to
terminate the license agreement and satisfy the balance due under the promissory
note in the amount of approximately $795,000 based on a payment of $600,000 made
in August 1996, the assignment of a $100,000 promissory note receivable from
Triarc, and the forgiveness of the balance of $95,000. At December 31, 1998, the
Heinz note was paid in full.
Loans and Investments from Affiliates
In November 1997, Charles Loccisano, the Company's Chairman, Chief
Executive Officer, and Director, and Alan Gottlich, the Company's President,
Chief Financial Officer and Director purchased an aggregate of 20,000 shares of
convertible Series B Preferred Stock at a price of $5.00 per share. The Series B
Preferred Stock carried a dividend equal to 8% per annum payable semi annually,
were convertible into common stock at the holders option and were redeemable by
the Company at its option. The purchase price for the Series B Preferred Stock
was paid for in a combination of cash and promissory notes payable to the
Company. In January 1998, the Company redeemed the 20,000 Series B Preferred
Stock at a price of $5.00 per share.
In January 1998, Charles Loccisano, the Company's Chairman and Chief
Executive Officer, and Alan Gottlich, the Company's President and Chief
Financial Officer provided the Company with loans aggregating $282,500. In March
1998, based on the need for additional funding resulting from the receipt of
large purchase orders from Walmart Super Centers, the previous loans provided by
Loccisano and Gottlich were repaid in full, and Messrs. Loccisano and Gottlich
agreed to provide the Company with a credit line for up to $500,000, with
interest payable quarterly at the applicable federal rate of 5.39% per annum.
The line of credit is secured by payments due to the Company under its purchase
agreement with Triarc. In consideration for providing this credit line, the
Company granted Messrs. Loccisano and Gottlich an aggregate of 300,000
unregistered shares of common stock. This credit line was repaid in full in
August 1998 out of the proceeds of the Triarc transaction.
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<PAGE>
In August 1998, Charles Loccisano, the Company's Chairman and chief
Executive Officer, and Alan Gottlich, the Company's President and Chief
Financial Officer, provided the Company with short term bridge loans aggregating
$100,000. These loans provided for a loan fee of 5% representing the initial
loan fees and interest on the loan. These loans were repaid in full in August
1998 out of the proceeds of the Triarc transaction.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (A) of the Exchange Act ("Section 16(a)") requires the
Company's directors, executive officers, and persons who own more than 10% of a
registered class of the Company's ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1998 all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with except for.
INDEPENDENT PUBLIC ACCOUNTANTS
On January 31, 1997 the Company dismissed Goldstein, Golub Kessler &
Co. P.C. ("GGK") as its independent auditors. Such dismissal was approved by the
company's Board of Directors. GGK's report upon the Company's financial
statements for its fiscal year ended December 31, 1995 did not contain an
adverse opinion or a disclaimer of opinion, nor was such report qualified or
modified as to audit scope or accounting principles. The report was prepared
assuming that the Company will continue as a going concern. During the Company's
fiscal year ended December 31, 1995 and to the date of GGK's dismissal (the
"Interim Period"): (i) there were no disagreements (of nature contemplated by
Item 304 (a) (1) (iv) of Regulation S-K) between the Company and GGK; and (ii)
there were no reportable events of nature contemplated by Item 304 (a) (1) (iv)
(B) of Regulation S-B.
On January 31, 1997 the Company engaged Arthur Andersen LLP ("AA) as
its independent auditors for the Company's fiscal year ended December 31, 1996.
During the Company's fiscal year ended December 31, 1995 and the Interim Period,
the Company did not consult with AA with respect to any of the matters
contemplated by Item 304 (a) (2) (i)-(ii) of Regulation S-B.
On February 14, 1997 AA resigned its position as the Company's
independent auditors. Such resignation was necessitated because AA concluded
that it had a conflict of interest in reporting on the Company's financial
statements for the fiscal year ended December 31, 1996 due to the fact that AA
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had rendered financial advisory services to the company for which it received a
fee. During the Company's engagement of AA through the date of AA's withdrawal
(the "Second Interim Period"): (i) there were no disagreements (of nature
contemplated by Item 304 (a) (1) (iv) (A) of Regulation S-B) between the Company
and GGK; and (ii) there were no reportable events of nature contemplated by Item
304 (a) (1) (iv) (B) of Regulation S-B.
On February 21, 1997 the Company retained Amper, Politziner & Mattia
("AP&M") as its independent accountants for the Company's fiscal year ended
December 31, 1996. during the Company's fiscal year ended December 31, 1995, the
Interm Period and the Second Interm Period, the Company did not consult with
AP&M with respect to any of the matters contemplated by Item 304 (a) (2)
(i)-(ii) of Regulation S-K. AP&M has served as the Company's independent public
accountants since 1996. Based upon the recommendation of the Audit Committee,
the Board of Directors had selected AP&M to be the Company's independent
certified public auditors for fiscal 1999. A representative of AP&M is expected
to be present at the Annual Meeting to have the opportunity to make a statement
if he desires to do so and to be available to respond to appropriate questions.
OTHER MATTERS
Management is not aware of any matters to come before the meeting which
will require the vote of stockholders other than those matters indicated in the
Notice of Meeting and this Proxy Statement. However, if any other matter calling
for stockholder action should properly come before the meeting or any
adjournments thereof, those persons named as proxies in the enclosed proxy form
will vote thereon according to their best judgment.
As of the date hereof, the Company knows of no other business that will
be presented for consideration at the annual Meeting. However, the enclosed
proxy confers discretionary authority to vote with respect to any and all of the
following matters that may come before the meeting: (i) matters that the
Company's Board of Directors does not know, a reasonable time before proxy
solicitation, are to be presented for approval at the meeting; (ii) approval of
the minutes of a prior meeting of shareholders, if such approval does not
constitute ratification of the action at the meeting; (iii) the election of any
person to any office for which a bona fide nominee is unable to serve or for
good cause will not serve; (iv) any proposal omitted from this Proxy Statement
and the form of proxy pursuant to Rule 14a-8 under the Exchange Act, as amended;
and (v) matters incidental to the conduct of the meeting. If any such matters
come before the meeting, the proxy agents named in the accompanying proxy card
will vote in accordance with their judgment.
EXPENSES OF SOLICITATION
All expenses incurred in connection with the solicitation of proxies
will be borne by the Company. The Company will reimburse brokerage firms,
nominees, fiduciaries and other custodians for their costs in forwarding proxy
materials to beneficial owners of Common Stock held in their families.
Solicitation may be undertaken by mail, telephone, telegram or personal contract
by directors, officers and employees of the Company without additional
compensation, except for reimbursement of reasonable out-of-pocket expenses
incurred in connection with such solicitation.
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<PAGE>
ADP Proxy Services will assist in the solicitation of proxies by the
Company for a fee of approximately $2,500.
STOCKHOLDERS PROPOSALS
The deadline for providing the Company timely notice of any stockholder
proposal to be submitted outside of the Rule 14a-8 process for consideration at
the Company's Annual Meeting will be not less than 60 days nor more than 90 days
prior to the Annual Meeting, provided that if less than 70 days notice or prior
public disclosures of the Annual Meeting date is given, notice by stockholders
must be received not later than the close of business on the 10th day following
the day on which notice of the Annual Meeting was mailed or public disclosure
thereof made, which ever occurs first. As to all such matters which the Company
does not have notice on or prior to the applicable time frame set forth above,
shall not be considered or voted upon at the Annual Meeting. With respect to
Rule 14a-8 requirements applicable to inclusion of stockholder proposals in the
Company's proxy materials related to the Annual Meeting to be held in 2000,
stockholder proposals regarding the 2000 Annual Meeting must be submitted to the
Company at its office located at One Harmon Plaza, Secaucus, New Jersey, 07094
by January 1, 2000 (or if the Annual Meeting date is changed by more than 30
days from the 1999 Annual Meeting date, a reasonable time prior to the Company's
2000 proxy materials). Any such proposals must also comply with the proxy rules
under the Exchange Act.
ANNUAL REPORT
This Proxy Statement is accompanied by the Annual Report to
stockholders for the year ended December 31, 1998 (the "Annual Report"). The
Annual Report contains the Company's audited financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
REQUIRED TO BE FILED WITH THE SEC WITHOUT CHARGE, EXCEPT FOR EXHIBITS TO THE
REPORT, BY SENDING A WRITTEN REQUEST THEREFOR TO:
Alan S. Gottlich
Secretary
Paramark Enterprises, Inc.
One Harmon Plaza
Secaucus, NJ 07094
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<PAGE>
REVOCABLE PROXY
PARAMARK ENTERPRISES, INC.
One Harmon Plaza
Secaucus, New Jersey 07094
This Proxy solicited by the Board of Directors
for Annual Meeting of Stockholders on June 10, 1999
The undersigned hereby constitutes and appoints Charles Loccisano and
Alan Gottlich and each of them, with full power of substitution, the attorneys
in fact and proxies of the undersigned with full power of substitution for and
in the name of the undersigned to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of Paramark Enterprises, Inc. (the "Company") to be held on
June 10, 1999 at 10:00 am Eastern Standard Time, and any adjournment or
adjournments thereof, hereby revoking any proxies heretofore given, to vote all
shares of stock of Paramark Enterprises, Inc. to which the undersigned is
entitled to vote as indicated on the proposals as more fully set forth in the
Proxy Statement and in their discretion upon such other matters as may come
before the Annual Meeting. The undersigned directs that this proxy be voted as
follows:
(1) Election of Directors for terms of one year
Nominees: CHARLES LOCCISANO, ALAN GOTTLICH, PHILIP FRIEDMAN, and PAUL
BERGRIN (mark only one of the following lines)
[ ] VOTE FOR all nominees listed above, except vote withhold as to the
following nominees (if any):
[ ] VOTE WITHHELD for all nominees
(2) To transact such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
This proxy will, when properly executed, be voted as directed. If no
directions to the contrary are indicated, the persons named herein intend to
vote FOR the election of the named nominees for director. The Board of Directors
recommends a vote for all nominees.
The proxy agents present and acting in person or by their substitutes
(or if only one is present and acting, them that one) may exercise all the
powers conferred by this Proxy. Discretionary authority is conferred by this
Proxy as to certain matters described in the Company's Proxy Statement.
The undersigned hereby acknowledges
receipt of the Company's 1998 Annual
Report to Stockholders and the
Notice of Meeting and Proxy
Statement for the aforesaid Annual
Meeting.
___________________________
(Date)
___________________________
Signature of Stockholder
___________________________
Signature of Stockholder
DATE AND SIGN EXACTLY AS NAME
APPEARS HEREON EACH JOINT TENANT
MUST SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, TRUSTEE, ETC. GIVE FULL
TITLE. IF SIGNER IS A CORPORATION,
SIGN IN FULL CORPORATE NAME BY
AUTHORIZED OFFICER.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
