GLENGATE APPAREL, INC.
207 Sheffield Street
Mountainside, New Jersey 07092
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 1997
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To the Shareholders of GLENGATE APPAREL, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of GlenGate Apparel, Inc. (the "Company") will be held on Friday, February 14,
1997 at 9:30 A.M. at 207 Sheffield Street, Mountainside, New Jersey 07092, for
the following purposes:
1. To elect three directors of the Company;
2. To ratify the selection of BDO Seidman, LLP as the
Company's independent auditors for the fiscal year ending September 30, 1997;
and
3. To transact such other business as may properly
come before the meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on
January 3, 1997 are entitled to notice of and to vote at the Annual Meeting or
any adjournments thereof.
By Order of the Board of Directors
George J. Gatesy
President, Chairman of the Board
January 16, 1997
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IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES, THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
- --------------------------------------------------------------------------------
GLENGATE APPAREL, INC.
207 Sheffield Street
Mountainside, New Jersey 07092
Telephone No. (908) 518-0006
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 1997
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of GlenGate Apparel, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held on February
14, 1997, including any adjournment or adjournments thereof, for the purposes
set forth in the accompanying Notice of Meeting.
Management intends to mail this proxy statement and the
accompanying form of proxy to shareholders on or about January 16, 1997.
The costs of soliciting proxies will be borne by the Company.
In addition to solicitation by mail, directors, officers and regular employees
of the Company (who will not specifically be compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals, and the Company will reimburse
them for their expenses.
Proxies in the accompanying form, duly executed and returned
to the Company and not revoked, will be voted at the Annual Meeting. Any proxy
given pursuant to such solicitation may be revoked by the shareholder at any
time prior to the voting of the proxy by a subsequently dated proxy, by written
notification to the Secretary of the Company, or by personally withdrawing the
proxy at the meeting and voting in person.
OUTSTANDING STOCK
Only shareholders of record at the close of business on
January 3, 1997 (the "Record Date") are entitled to notice of any to vote at the
Annual Meeting. As of the Record Date, there were issued and outstanding
8,113,932 shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"), the Company's only class of voting securities. Each share
entitles the holder to one vote on each matter submitted to a vote at the Annual
Meeting.
VOTING PROCEDURES
The directors will be elected by the affirmative vote of a
plurality of the shares of Common Stock present in person or represented by
proxy at the Annual Meeting, provided a quorum exists. All other matters in the
Annual Meeting will be decided by a majority of the votes cast by the holders of
shares of Common Stock present in person or represented by proxy at the Annual
Meeting, provided a quorum exists. Votes will be counted and certified by one or
more Inspectors of Election. A quorum will exist at the Annual Meeting if at
least a majority of the outstanding shares of Common Stock as of the Record Date
are present in person or represented by proxy. The Board of Directors does not
know of any matters, other than the matters described in this Proxy Statement,
which are expected to be represented for consideration at the Annual Meeting. If
any other matters are properly presented at the Annual Meeting, the persons
named in the Proxy will have the discretion to vote on such matters in
accordance with their best judgment.
"Votes cast" at a meeting of shareholders by the holders of
shares entitled to vote are determinative of the outcome of the matter to be
voted on; failures to vote, broker non-votes and abstentions will not be
considered "votes cast." The enclosed proxies will be voted in accordance with
the instructions thereon. Unless otherwise stated, all shares represented by
such proxy will be voted as instructed. Proxies may be revoked as noted above.
ELECTION OF DIRECTORS
Directors are elected annually by the shareholders. At this
year's Annual Meeting of Shareholders, three directors will be elected to hold
office for a three-year term ending in 1999 or until a director's earlier
resignation or removal. The Board of Directors of the Company does not have
standing audit, nominating or compensation committees, or committees performing
similar functions.
At this year's Annual Meeting of Shareholders, the proxies
granted by shareholders will be voted individually for the election as directors
of the Company of the persons listed below for the term ending on the date of
the annual meeting of shareholders of the Company in the year opposite their
names unless a proxy specifies that it is not to be voted in favor of a nominee
for director. In the event any of the nominees listed below shall be unable to
serve, it is intended that the proxy will be voted for such other nominees as
are designated by the Board of Directors. Each of the persons named below has
indicated to the Board of Directors of the Company that he will be available to
serve.
<TABLE>
<CAPTION>
Term To First Became
Nominee and Age Expire Director
<S> <C> <C>
Peter J. Kostis, 49 2000 November 1993
Martin D. Koffman, 36 1998 October 1996
Jeffrey P. Koffman, 31 1999 October 1996
</TABLE>
Information concerning the nominees and continuing directors is set forth below:
GEORGE J. GATESY age 44, Director since November 1993
George J. Gatesy, President and Chairman of the Board of the Company,
received a Bachelor of Arts Degree from Farleigh Dickinson University. Mr.
Gatesy served from 1975 to 1978 with the MacGregor Brunswick Golf Company as
sales agent and sales representative. From 1978 to 1984 Mr. Gatesy served as a
field representative for Etonic, Inc. While with Etonic, Mr. Gatesy received
Etonic's President's Award in years 1981 and 1982. This award was for surpassing
the $1,000,000 sales mark in each year. In 1984 Mr. Gatesy joined the EJ Manley
Company (Aureus Ltd.) as an independent golf sales representative. For
increasing his territory's sales volume from $450,000 to $2,400,000, Mr. Gatesy
was awarded the Aureus Salesman of the Year award during the selling season
1988/1989. In the Spring of 1990, Mr. Gatesy became Polo/Ralph Lauren's National
Sales Manager. In 1991 he was promoted to Vice President of Sales with total
responsibility for all segments of the golf division.
PETER J. KOSTIS age 49, Director since November 1993
Peter J. Kostis, is a world renowned golf instructor having taught over 125
PGA Tour Players. He is a television analyst for CBS for CBS Sports and USA
Network. Mr, Kostis is a professional panel member for Golf Digest magazine and
currently is a director of The Kostis/McCord Golf School at Grayhawk Golf Club,
Scottsdale, Arizona. He has appeared seven times on the cover of Golf Digest
Magazine and is the author of Inside Path to Better Golf.
ROBERT J. MUNCH age 44, Director since February 1996
Robert J. Munch, is a Senior Vice President of the Canadian Imperial Bank
of Commerce (CIBC) Managing Director, Global Energy, CIBC Wood Gundy, and a
member of CIBC Wood Gundy's Management Group. Mr. Munch is a member of the
Canadian Society of New York and has served on the Board of Governors and on the
faculty of the American Institute of Banking.
MARTIN D. KOFFMAN age 36, Director since October 1996
Martin D. Koffman is a Director and President of The Koffman Group, Inc., a
diversified investment firm. Mr. Koffman worked as a tax specialist with Coopers
& Lybrand in 1984. In 1986 Mr. Koffman became associated with the law firm of
Squadron, Ellenoff, Plesent & Lehrer. Since 1990, Mr. Koffman has been a
principal of Jomar Management Corp., a diversified holding company. Mr. Koffman
is the cousin of Jeffrey P. Koffman.
JEFFREY P. KOFFMAN age 31, Director since October 1996
Jeffrey P. Koffman is President of Apparel America, Inc., a manufacturer of
women's swimwear and apparel. He is also a Director and Treasurer of The Koffman
Group, Inc., a diversified investment company. Mr. Koffman served as a financial
analyst with Security Pacific from 1987 to 1989. In 1989, Mr. Koffman became
Vice President of Pilgrim Industries and in 1990, he became the President of
that company. From 1994 to the present, Mr. Koffman has served in an executive
capacity with Tech Aerofoam Products. Mr. Koffman is the cousin of Martin D.
Koffman.
During the fiscal year ended September 30, 1996, the Board of
Directors held two meetings at which all of the Directors were present and also
took action by unanimous written consent of the directors in lieu of meetings.
There are no standing committees of the Board of Directors of the Company.
Compensation of Directors
Directors are reimbursed for all out-of-pocket expenses
incurred in attending Board Meetings and are eligible to receive options under
the Company's 1994 Stock Option Plan, subject to the terms thereof.
The Company borrowed a total of $190,000 from certain of its
directors in April of 1996. The loans bear interest at a rate per annum of
1-1/2% over prime and mature on April 15, 1997. The notes are subordinate to all
creditors of the Company.
EXECUTIVE COMPENSATION
Executive Officers
In addition to Mr. George J. Gatesy, the Company's other
executive officer is Mr. Peter Culbertson, COO/CFO and Secretary-Treasurer. Mr.
Culbertson commenced employment with the Company on January 6, 1997. Mr.
Culbertson was formerly Senior Vice President of Woolrich, Inc. and President of
Leslie Fay Sportswear, New York, New York. Officers are elected annually by the
Board of Directors and serve at the discretion of the Board.
Information regarding compensation of the Company's officers
is set forth below.
Summary Compensation Table(s)
<TABLE>
<CAPTION>
Name and Other
Principal Annual Com-
Position Year Salary Bonus(s) pensation($)
<S> <C> <C> <C> <C>
George Gatesy 1996 $148,000 - 0 - - 0 -
President 1995 $165,000 - 0 - $5,550(1)
Richard
Martinelli(2) 1996 $133,000 - 0 - - 0 -
Chief Operat- 1995 $ 42,000 - 0 - - 0 -
ing Officer
Norman
Britman(3) 1996 $103,000 - 0 - - 0 -
Secretary, 1995 $110,000 - 0 - - 0 -
Treasurer
Peter 1996 - 0 - - 0 - - 0 -
Culbertson(4)
COO/CFO and
Secretary-Treasurer
</TABLE>
(1) Consists of medical insurance premium reimbursement.
(2) Mr. Martinelli's employment with the Company terminated on December 31,1996
(3) Mr. Britman's employment with the Company terminated on January 3, 1997.
(4) Mr. Culbertson commenced employment with the Company on January 6, 1997.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of % of Total
Securities Options Exercise
Underlying Granted or Base
Options to Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Sh.) Date
<S> <C> <C> <C> <C>
George 12,500 62.5% 1.25 12/31/04
Gatesy
Norman 7,500 37.5% 1.25 12/31/04
Britman
</TABLE>
FY-End Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options Options
at FY-End(#) at FY-End($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
George Gatesy 12,500/0 None
Norman Britman 132,500/0 None
The Company does not have employment contracts with any of its
executives. The salaries of the Company's executives are reviewed annually at
the discretion of the Board of Directors. The Company is the beneficiary of a
$5,000,000 Key Man Life Insurance policy on the life of Mr. Gatesy.
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the
Record Date, based on information obtained from the persons named below, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock, (ii) the Named Executives, (iii) each of the
Company's directors and (iv) all executive officers and directors as a group:
<TABLE>
<CAPTION>
% of
Number of Outstanding
Name of Shareholder of Shares Shares
<S> <C> <C>
George J. Gatesy 2,195,000 27.05%
Norman Britman 60,000 *
Peter Culbertson - 0 - 0
Martin Koffman - 0 - 0
Jeffrey Koffman - 0 - 0
Peter J. Kostis 506,000 6.24%
Richard J. Martinelli 500,000 6.16%
Robert J. Munch 6,000 *
The Koffman Group, Inc. 1,360,000 16.59%
All Executive Officers 3,267,000 40.20%
and nominated directors
as a group (7 persons)
*Less than 1%
</TABLE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the financial
statements of the Company for the fiscal years ended September 30, 1994, 1995
and 1996. BDO Seidman, LLP has been selected by the Board of Directors to
examine and report upon the financial statements of the Company for the fiscal
year ending September 30, 1997. The Board of Directors recommends that the
shareholders of the Company ratify such selection. A representative of BDO
Seidman, LLP is expected to be present at the Annual Meeting with the
opportunity to make a statement if he or she desires to do so and is expected to
be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders who wish to present proposals appropriate for
consideration at the Company's 1997 Annual Meeting of Shareholders must submit
the proposal in proper form to the Company at its address set forth on the first
page of this Proxy Statement not later than September 15, 1997 in order for the
proposition to be considered for inclusion in the Company's proxy statement and
form of proxy relating to such annual meeting. Any such proposals, as well as
any questions related thereto, should be directed to the Secretary of the
Company.
By order of the Board of Directors
George J. Gatesy
Chairman of the Board and President
GLENGATE APPAREL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 14, 1997
The undersigned hereby appoints George J. Gatesy and Robert J.
Munch and each of them, as the true and lawful attorneys, agents and proxies of
the undersigned, with full power of substitution, to represent and to vote all
shares of Common Stock of GlenGate Apparel, Inc. held of record by the
undersigned on January 3, 1997, at the Annual Meeting of Stockholders to be held
on Friday, February 14, 1997 at 9:30 A.M. at 207 Sheffield Street, Mountainside,
New Jersey 07092, and at any and all adjournments thereof. Any and all proxies
heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN ITEM 1 AND FOR PROPOSAL NUMBER 2.
1. Election of WITHHOLD (INSTRUCTION: To withhold
Directors FOR AUTHORITY authority to vote for any
all nominees to vote for individual nominee, strike
listed below all nominees a line through or otherwise
(except as marked list below strike nominee's name in
to the contrary the list below)
below)
---- ----
PETER J. KOSTIS, MARTIN KOFFMAN and JEFFREY KOFFMAN
2. Proposal to Ratify the Selection of BDO Seidman, LLP as the
Company's Independent Auditors for the Fiscal Year Ending September 30, 1997.
____ FOR ____ AGAINST ____ ABSTAIN
(Continued and to be dated and signed on reverse side.)
In their discretion, the Proxies are authorized to vote upon such other business
that may properly come before the meeting.
Dated:_________________, 1997
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Signature
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Signature
IMPORTANT: Please sign exactly
as name appears below. Each
joint owner shall sign.
Executors, administrators,
trustees, etc. should give full
title as such. If signor is a
corporation, please give full
corporate name by duly
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
