SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)((2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12
GLENGATE APPAREL, INC.
- -------------------------------------------------------------------
(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 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:
_____________________________________________________________
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>
GLENGATE APPAREL, INC.
207 Sheffield Street
Mountainside, New Jersey 07092
______________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 1997
______________________________________
To the Shareholders of GLENGATE APPAREL, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of
Shareholders of GlenGate Apparel, Inc. (the "Company") will be held
on Friday, July 11, 1997 at 9:30 A.M. at 207 Sheffield Street,
Mountainside, New Jersey 07092, for the following purposes:
1. To approve and adopt an amendment to the Company's
certificate of incorporation to increase the number of authorized
shares of the Company's common stock, par value $.001 per share
(the "Common Stock"), from 10,000,000 to 17,000,000;
2. 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
June 16, 1997 are entitled to notice of and to vote at the Special
Meeting or any adjournments thereof.
By Order of the Board of Directors
George J. Gatesy
President, Chairman of the Board
June 16, 1997
_________________________________________________________________
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.
__________________________________________________________________
<PAGE>
GLENGATE APPAREL, INC.
207 Sheffield Street
Mountainside, New Jersey 07092
Telephone No. (908) 518-0006
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 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 Special Meeting of
Shareholders to be held on July 11, 1997, including any adjournment
or adjournments thereof (the "Special Meeting"). The Board of
Directors has fixed June 16, 1997 as the record date (the "Record
Date") for the Special Meeting.
This proxy statement relates to the proposed amendment to
the Company's Certificate of Incorporation to increase the number
of shares of the Company's Common Stock authorized for issuance
thereunder from 10,000,000 to 17,000,000 (the "Amendment"). The
Board of Directors considers it advisable to have additional shares
of the Company's Common Stock available for use for future
financings and other corporate purposes. The availability of such
shares for issuance in the future will give the Company greater
flexibility.
Management intends to mail this proxy statement and the
accompanying form of proxy to shareholders on or about June 18,
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
Special 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 at the above address, 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
June 16, 1997 (the "Record Date") are entitled to notice of and 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
Special Meeting.
VOTING PROCEDURES
All matters in the Special 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 Special Meeting,
provided a quorum exists. Votes will be counted and certified by
one or more Inspectors of Election. A quorum will exist at the
Special Meeting if at least a majority of the outstanding shares of
<PAGE>
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
Special Meeting. If any other matters are properly presented at
the Special 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.
THE AMENDMENT
The Board of Directors has authorized and recommends that
shareholders adopt an amendment to Article THIRD of the Company's
Certificate of Incorporation to increase to 17,000,000 the
authorized number of shares of Common Stock. Article THIRD of the
Certificate of Incorporation currently authorizes the issuance of
10,000,000 shares of Common Stock, par value $.001 per share.
As of June 16, 1997, 8,113,932 shares of Common Stock
were issued and outstanding. An additional 1,797,167 shares of
Common Stock were reserved for issuance upon exercise of employee
stock options and 85,000 shares of Common Stock were reserved for
issuance upon exercise of outstanding warrants. A total of 3,901
shares of Common Stock remain available for issuance. Holders of
Common Stock have no pre-emptive rights as to such Common Stock.
Because of the limited number of shares of Common Stock
available for issuance, the Board of Directors recommends that the
shareholders approve the Amendment to the Certificate of
Incorporation to increase the number of authorized shares of Common
Stock. Such an increase in the authorized level of Common Stock
will enable the Company to enjoy greater flexibility in raising
capital, acquiring assets and pursuing other corporate purposes.
If the Amendment is adopted, Article THIRD of the Company's
Certificate of Incorporation will be amended to read in its
entirety as follows:
"THIRD: The Corporation is authorized to issue 17,000,000 shares
of Class A Common Voting Stock, with par value of $.001."
If the Amendment is adopted, the additional Common Stock
would be available for issuance without further shareholder action unless
required by the Certificate of Incorporation, applicable law or the rules of
any stock exchange upon which the Company's securities may be listed. Currently,
the Company's securities are quoted on the over-the-counter market and
are not listed with any stock exchange.
Pursuant to an Agreement dated April 8, 1997, as amended,
the Company has agreed that, if the proposed Amendment is approved
and adopted by the Company's shareholders, the Company shall issue
warrants to acquire up to 450,000 shares of Common Stock to certain
of its lenders (including warrants to acquire up to 125,000 shares
of Common Stock to be issued to The Koffman Group, Inc. and
warrants to acquire up to 25,000 shares of Common Stock to be
issued to Jeffrey Koffman) in consideration for a credit facility
entered into with such lenders. Such warrants would become
exercisable at the later of (i) their issuance date, or (ii)
November 17, 1997, would expire on April 7, 2000, and would have an
exercise price equal to 60% of the average of the high and low sale
prices of the Common Stock for the thirty trading days prior to
exercise of the warrants.
<PAGE>
If the shareholders approve and adopt the proposed
amendment, the Company intends to attempt to sell all or a portion
of the additional Common Stock through a private placement in order
to raise additional capital. The Company has entered into a letter
of intent with a potential investor whereby such investor would
acquire 2,500,000 shares of Common Stock at $1.00 per share and
would acquire an option to purchase up to 1,000,000 shares of Common
Stock at a purchase price of $1.50 per share and an option to acquire
up to 1,5000,000 shares of Common Stock at a purchase price of $2.00
per share. The proposed transaction is conditioned upon, among other things,
the approval and adoption of the proposed amendment by the shareholders.
There can be no assurance that the transaction with the proposed investor
will be consummated or that other investors for the additional Common Stock
can be found or that the terms of any other proposed investment would be
acceptable to the Company.
Authorization of the proposed amendment will require the
affirmative vote of the holders of a majority of the Common Stock
outstanding on the Record Date.
The Board of Directors recommends a vote FOR approval of
the amendment to the Certificate of Incorporation.
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of
June 12, 1997, 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:
% of
Number of Outstanding
Name of Shares Shares
George J. Gatesy 1,947,500 24.00%
Peter Culbertson - 0 - 0
Martin D. Koffman - 0 - 0
Jeffrey P. Koffman 12,500(1) *
Peter J. Kostis 509,500 6.28%
Richard J. Martinelli 500,000 6.16%
Robert J. Munch 6,000 *
The Koffman Group, Inc. 830,000(2) 10.23%
All Executive Officers
and directors
as a group (6 persons) 2,467,000 30.40%
The above persons have sole voting and investment power, unless
otherwise indicated below.
________________________________
*Less than 1%
(1) These shares include 5,000 shares underlying an option to
purchase shares from George Gatesy which will become exercisable on
August 8, 1997.
(2) These shares include (a) 85,000 shares underlying a currently
exercisable warrant, and (b) 25,000 shares underlying an option to
purchase shares from George Gatesy which will become exercisable on
August 8, 1997. Jeffrey P. Koffman and Martin D. Koffman are
principals of The Koffman Group, Inc.
As security for certain indebtedness of the Company, Mr. Gatesy
pledged 900,000 shares of his Common Stock. A foreclosure on such
collateral could result in a change of control of the Company.
<PAGE>
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
<PAGE>
GLENGATE APPAREL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 11, 1997
The undersigned hereby appoints George J. Gatesy and
Peter Culbertson 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 June 16, 1997, at the Special Meeting of Stockholders to be held
on Friday, July 11, 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 PROPOSAL NUMBER 1.
(Continued and to be dated and signed on reverse side.)
1. Proposal to amend the Certificate of Incorporation to increase
the number of authorized shares of GlenGate common stock.
____ FOR ____ AGAINST ____ ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon
such other business that may properly come before the meeting.
Dated:______________________, 1997
__________________________________
Signature
__________________________________
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.
