UNITED STATES
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 (Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
CREATIVE HOST SERVICES, 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)(4) 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>
Creative Host Services, Inc.
6335 Ferris Square, Suite G-H
San Diego, California 92126
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 23, 2001
TO OUR SHAREHOLDERS:
You are cordially invited to attend the 2001 Annual Meeting of the Shareholders
of Creative Host Services, Inc. (the "Company") to be held on February 23, 2001
at 10:00 AM, Pacific Time, at the Cutler Law Group, 610 Newport Center Drive,
Suite 800, Newport Beach, CA 92660, to consider and act upon the following
proposals, as described in the accompanying Proxy Statement:
1. To elect four (4) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and qualified.
2. To ratify the appointment of Stonefield Josephson, Inc. as the Company's
independent auditors for the fiscal year ended December 31, 2000.
3. To transact such other business as may properly be brought before the
meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
The Board of Directors has fixed the close of business on January 17, 2001, as
the record date for Shareholders entitled to notice of and to vote at this
meeting and any adjournments thereof.
By Order of the Board of Directors
Sayed Ali, President
January 17, 2001
San Diego, California
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR PROXY
WILL NOT BE USED IF YOU ARE PRESENT AT THE ANNUAL MEETING AND DESIRE TO VOTE
YOUR SHARES PERSONALLY AT THAT TIME.
<PAGE>
Creative Host Services, Inc.
6335 Ferris Square, Suite G-H
San Diego, California 92126
-----------------------------
PROXY STATEMENT
-----------------------------
GENERAL INFORMATION
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
The enclosed Proxy is solicited by the Board of Directors of Creative Host
Services, Inc. (the "Company") for use in connection with the Annual Meeting of
Shareholders to be held at Cutler Law Group, 610 Newport Center Drive, Suite
800, Newport Beach, CA 92660, on February 23, 2001 at 10:00 AM Pacific Time, and
at any and all adjournments thereof for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders.
The persons named as proxies were designated by the Board of Directors (the
"Board") and are officers or directors of the Company. Any Proxy may be revoked
or superseded by executing a later Proxy or by giving notice of revocation in
writing prior to, or at, the Annual Meeting, or by attending the Annual Meeting
and voting in person. Attendance at the meeting will not in and of itself
constitute revocation of the Proxy. All Proxies that are properly completed,
signed and returned to the Company prior to the meeting, and not revoked, will
be voted in accordance with the instructions given in the Proxy. If a choice is
not specified in the Proxy, the Proxy will be voted:
FOR the election of the nominees listed below. See Proposal 1; and
FOR the ratification of the appointment of Stonefield Josephson, Inc. as
the Company's independent auditors. See Proposal 2.
Officers of the Company or their designees will tabulate votes cast at the
Annual Meeting. A majority of shares entitled to vote, represented in person or
by proxy, will constitute a quorum at the Annual Meeting. Abstentions and
broker non-votes are each included in the determination of the number of shares
present and voting for the purpose of determining whether a quorum is present,
and each is tabulated separately. In determining whether a proposal has been
approved, abstentions are counted as votes against a proposal and broker
non-votes are not counted.
If any other matters are properly presented at the Annual Meeting for action,
the persons named in the enclosed form of proxy will have discretion to vote on
such matters in accordance with their best judgment. The Company does not know
of any matters other than those set forth above that will be presented at the
Annual Meeting.
This Proxy Statement and the accompanying Proxy are being mailed to shareholders
commencing on or about January 17, 2000. The entire cost of the solicitation of
Proxies, estimated at $7,000.00, will be borne by the Company. It is
contemplated that this solicitation will be primarily by mail. In addition,
some of the officers, directors and employees of the Company may solicit Proxies
personally or by telephone, fax, telegraph or cable. Officers and employees
soliciting proxies will not receive any additional compensation for their
services. The Company will reimburse brokers and other nominees for their
reasonable out-of-pocket expenses incurred in forwarding solicitation material
to beneficial owners of shares held of record by such brokers or nominees.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the U.S.
Securities and Exchange Commission (the "Commission"). This Proxy Statement,
as well as reports, proxy statements and other information filed by the Company
can be inspected and copied at the Commission's Public Reference Room, Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of
such materials can be obtained from the Commission at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Commission's public reference room by calling 1-800-SEC-0330. Electronic
registration statements filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval system are publicly available through the
Commission's World Wide Web site (http://www.sec.gov).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Proxy Statement and prior to the
date of the Proposals set forth in this Proxy Statement shall be deemed to be
incorporated by reference in this Proxy Statement and to be a part hereof from
the respective dates of the filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Proxy
Statement to the extent that a statement contained in any subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Proxy Statement.
OUTSTANDING SHARES AND VOTING RIGHTS
The only class of the Company's equity securities outstanding is its Common
Stock. Shareholders of record at the close of business on January 17, 2001 are
entitled to one vote for each share of Common Stock held by them. As of January
17, 2001, there were 6,483,610 shares of Common Stock outstanding. A majority
of the shares of the Company's Common Stock present or represented and entitled
to vote at the meeting is required to approve each proposal presented at the
meeting. The transfer agent for the Company's Common Stock is ComputerShare
Trust Company, 12039 W. Alameda Parkway, Suite Z-2, Lakewood, Colorado 80228
<PAGE>
The proxy process does not permit shareholders to cumulate votes. No
shareholder may cumulate votes unless the candidate or candidates' names for
which such votes are to be cast have been placed in nomination prior to voting
and a shareholder has given notice of the shareholder's intention to cumulate
the shareholder's votes at the meeting and prior to the voting. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Shareholders who have completed the enclosed proxy,
and who do not revoke such proxy before voting occurs, grant the proxy holders
discretionary authority to cumulate the shareholder's votes for directors if
cumulative voting occurs. Management does not, at this time, intend to give
notice of cumulative voting or to cumulate the votes it may hold pursuant to the
proxies solicited herein unless the required notice by a shareholder is given in
proper format at the meeting, in which instance management intends to
cumulatively vote all of the proxies held by it in favor of the nominees for
office as set forth herein. In the event cumulative voting shall be utilized,
each shareholder may give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of shares voted, to which the
shareholder's shares are entitled, or distribute the shareholder's votes on the
same principle among as many candidates as the shareholder wishes. The
candidates receiving the highest number of votes of the shares entitled to be
voted for them, up to the number of directors to be elected by such shares, are
elected.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Directors of the Company are elected annually and hold office until the
next annual meeting of shareholders and until their successors shall have been
elected and shall have qualified. In the event any nominee is unable to or
declines to serve as Director at the time of the annual meeting, the proxy will
be voted for a substitute selected by the Board of Directors. Management has no
reason to believe, at this time, that the persons named will be unable, or will
decline, to serve if elected.
During fiscal year 2000, the Board held twelve meetings. The Company has
standing Audit and Compensation Committees. The Company does not have a
Nominating Committee. The Audit Committee, which oversees the financial affairs
of the Company and meets with the independent auditors, consists of Paul Karas
and John Donohue. The Audit Committee did not meet during fiscal 1998. The
Compensation Committee, which sets executive compensation and bonuses and
authorizes the issuance of stock options, consists of John Donohue and Booker
Graves. The Compensation Committee did not meet during fiscal 1998. During
fiscal 1998, each director attended at least 75% of the meetings of the Board
and the Board Committee of which he was a member. Directors do not receive
compensation for their services as directors. Directors and executive officers
are elected annually.
Although management of the Company expects that each of the following
nominees will be available to serve as a director, in the event that any of them
should become unavailable prior to the Annual Meeting, management's proxies will
be voted for a nominee or nominees designated by management or will be voted for
a lesser number of directors. If there are other nominees, management's proxies
will be voted so as to elect the greatest number of the following nominees.
Management has no reason to believe that any of its nominees, if elected, will
be unavailable to serve.
Management's nominees for election to the Board of Directors of the Company
are: Sayed Ali, Booker T. Graves, John P. Donohue and Charles B. Radloff.
Management recommends that the shareholders vote "FOR" all four of Management's
nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.
NOMINEES
SAYED ALI is the founder, Chairman of the Board of Directors, President and
Chief Financial Officer of the Company. Mr. Ali has served as Chairman of the
Board of Directors and President since 1986. Mr. Ali served as Chief Financial
Officer from December 1986 to February 1997, and since August 1997. Mr. Ali
served as the Secretary of the Company from 1986 to December 1996. Prior to
founding the Company, from May 1985 to September 1987, Mr. Ali was the Director
of Operations of Steffa Control Systems, a manufacturer of energy management
systems, which had annual sales of $30 to $35 million. From March 1980 until May
1985, Mr. Ali was the Director of Operations for Oak Industries, Inc., a
telecommunications equipment manufacturer.
<PAGE>
BOOKER T. GRAVES has been a director of the Company since March 1997.
Since 1993, Mr. Graves has been president of Graves Airport Concession
Consultants, a consulting company located in Denver, Colorado, which provides
consulting services to airports and other businesses. From 1993 to 1996, Mr.
Graves was the principal food and beverage consultant to the Denver
International Airport. From 1990 through 1993, Mr. Graves was General Manager of
CA One Services, Inc. (formerly Sky Chefs) at Denver Stapleton International
Airport. From 1980 until 1990, Mr. Graves was the General Manager of CA One
Services, Inc. of Phoenix Sky Harbor Airport.
JOHN P. DONOHUE, JR. has been a director of the Company since March 1997.
From 1990 to the present, Mr. Donohue has been a private investor. Prior to that
time for 25 years, Mr. Donohue was employed by Oak Industries, Inc., a NYSE
listed company, in various capacities. From 1985 to 1990, Mr. Donohue served as
President of Oak Communications, Inc., a division of Oak Industries, Inc. which
manufactured communications equipment for the cable television industry. From
1982 to 1985, he served as Vice President of Manufacturing overseeing up to
6,000 manufacturing employees. From 1977 to 1982, Mr. Donohue served as Vice
President of Operations for the Oak Switch division of Oak Industries, Inc.
CHARLES B. RADLOFF has served as a business advisor and member of the board
of directors of DB Products, Inc. a privately owned company engaged in the
design, manufacture, and sale of electronic components for the communications
and aerospace industries. From 1987 to 1991, Mr. Radloff was President and Chief
Executive Officer of AKZO Electronic Materials Company, an electronics
manufacturer and wholly-owned subsidiary of AZKO, which is a Dutch
multi-national corporation with annual sales of approximately $12 billion. From
1965 to 1987, Mr. Radloff served in various executive positions with Oak
Industries, Inc., including his position as President and Chief Executive
Officer of Oak Communications and Chief Executive Officer of Oak Technology. Mr.
Radloff previously served on the board of directors of Comstream, Inc.
PROPOSAL TWO
RATIFICATION OF SELECTION OF AUDITORS
Based upon the recommendation of the Audit Committee, the Board of
Directors has authorized the firm of Stonefield Josephson, Inc. independent
certified public accountants, to serve as independent auditors for the fiscal
year ended December 31, 1999.
The Board of Directors recommends that shareholders vote "FOR" this
proposal.
<PAGE>
OTHER INFORMATION
OFFICERS AND DIRECTORS
The officers and directors of the Company are as follows:
NAME AGE POSITION
---- --- --------
Sayed Ali 51 Chairman of the Board of Directors,
President and Chief Financial Officer
Booker T. Graves (1) 60 Director
John P. Donohue, Jr.(1) (2) 68 Director
Charles B. Radloff (2) 70 Director
-----------
(1) Member of Compensation Committee
(2) Member of Audit Committee
EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
Directors receive no cash compensation for their services to the Company as
directors, but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors. In addition, each outside
director is entitled to receive options as approved by the Board of Directors
under the Company's 1997 Stock Option Plan. No new options were issued to
outside directors during the fiscal year 1998. During fiscal year 1997, each
outside director was issued an aggregate of 15,000 options, all of which are now
vested. During the fiscal year 1999 each outside director was issued 15,000
options, all of which are now vested.
EXECUTIVE OFFICER COMPENSATION
The compensation and benefits program of the Company is designed to
attract, retain and motivate employees to operate and manage the Company for the
best interests of its constituents. Executive compensation is designed to
provide incentives for those senior members of management who bear
responsibility for the Company's goals and achievements. The compensation
philosophy is based on a base salary, with opportunity for significant bonuses
to reward outstanding performance, and a stock option program. The Compensation
Committee is responsible for setting base compensation, awarding bonuses and
setting the number and terms of options for the executive officers. None of the
current Committee members are employees of the Company. The Committee currently
consists of Messrs. Donohue and Graves.
The following table and notes set forth the annual cash compensation paid
to Sayed Ali, Chairman of the Board and President of the Company. No other
person's compensation exceeded $100,000 per annum during the Company's fiscal
year ended December 31, 1999.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
-------------------------------------------------- ------------------------------------------------
Awards Payouts
------------------------ ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
Sayed Ali 2000 $140,000 -0- -0- -0- 60,000 -0- -0-
1999 $120,000 -0- -0- -0- 10,000 -0- -0-
1998 $108,000 -0- -0- -0- -0- -0- -0-
1997 $96,000 -0- -0- -0- 75,000 -0- -0-
</TABLE>
Consists of options granted under the Company's 1997 Stock Option Plan.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<S> <C> <C> <C> <C>
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME (#) YEAR ($/SH) EXPIRATION DATE
---------------------------- ---------------------- ----------------------- ------------------------ ----------------
Sayed Ali 10,000 10.00 $ $1.02 10/18/2004
</TABLE>
The following table summarizes the number and value of all unexercised
options granted to and held by Mr. Ali at the end of 1999. No options were
exercised by Mr. Ali during 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
---------------------------------------------------
<S> <C> <C> <C> <C>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SECURITIES UNDERLYING MONEY OPTION/SARS
SHARES ACQUIRED ON OPTIONS/SARS AT FY0END (#) AT FY-END ($)
NAME EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-------------------------- --------------------- ------------------ -------------------------- ----------------------------
Sayed Ali -0- -0- 85,000/0 $259,300/0
</TABLE>
Consists of options granted under the Company's 1997 Stock Option Plan.
<PAGE>
EMPLOYMENT AGREEMENT
The Company has entered into a five year employment agreement with Sayed
Ali, the Company's President. The term of the agreement commenced January 1,
1997 and provides for annual base compensation of $96,000 and $108,000 over each
of the calendar years 1997 and 1998 and $120,000 thereafter. The agreement also
calls for Mr. Ali to receive 60,000 options to purchase Common Stock under the
Company's 1996 Stock Option Plan, exercisable at $3.30 per share, which vest
20,000 per year over the first three anniversaries of the date of grant. In
addition, Mr. Ali is eligible to receive annual cash bonuses as well as
additional option grants at the discretion of the Board of Directors. Finally,
the agreement provides that upon a termination of employment, Mr. Ali will be
entitled to a severance payment equal to his annual base compensation. Mr.
Sayed's employment agreement was amended in 2000 to provide for $140,000 annual
salary in 2000, $165,000 annual salary in 2001, $190,000 annual salary in 2002,
$215,000 annual salary in 2003 and $225,000 annual salary in 2004. The new
agreement also revised the number of options granted as reflected in the above
tables.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
September 30, 2000 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's Common Stock, (ii) each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Creative Host Services, Inc. 6335 Ferris Square, Suites G-H, San
Diego, California 92121.
Name and Address of Owner Shares Beneficially Owned(1)
----------------------------- ------------------------------
Number Percent(2)
------ ----------
John Stewart Jackson, IV 2,372,110 36.6%
c/o Jackson Burglar Alarm
100 East 20th Avenue
Denver, CO 80205-3102
Sayed Ali 1,070,000(3) 16.5%
Booker T. Graves 30,000(4) *
John P. Donahue, Jr. 30,000(4) *
Tasneem Vakharia 50,000(5) *
Charles B. Radloff 15,000 *
All officers and directors as a group 1,180,000(6) 18.2%
(5 persons)
--------------------
* Less than one percent.
2. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock subject to options and
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of the date of this Private Placement Memorandum, are deemed
outstanding for computing the percentage of the person holding such option or
warrant but are not deemed outstanding for computing the percentage of any other
person. Except as pursuant to applicable community property laws, the persons
named in the table having sole voting and investment power with respect to all
shares of Common Stock beneficially owned. For purposes of the calculation of
the percentage of outstanding shares owned, the total issued and outstanding
number of shares on September 30, 2000, not including unexercised warrants and
stock options, is utilized.
3. Does not include 630,600 shares of Common Stock issuable upon exercise of
outstanding warrants.
4. Includes 85,000 shares issuable upon the exercise of options outstanding
under the Company's 1997 Stock Option Plan. Also includes 60,000 shares
issuable upon the exercise of options issued in 2000.
5. Includes 10,000 shares issuable upon the exercise of options outstanding
under the Company's 1997 Stock Option Plan. Also includes 5,000 shares issuable
upon exercise of unvested options which vested in January 2000.
6. Consists solely of shares issuable upon the exercise of options
outstanding under the Company's 1997 Stock Option Plan.
7. Includes 115,000 shares issuable upon the exercise of options outstanding
under the Company's 1997 Stock Option Plan.
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(A) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(A) forms they file. To the Company's knowledge,
based solely on the review of copies of such reports furnished to the Company
and written representations that no other reports were required, the Company has
been informed that the Company's officers, directors and greater than ten
percent shareholders complied with the requirements of Section 16(A).
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Shareholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2002 Annual Meeting of
Shareholders must submit the proposal to the Company no later than July 17,
2001. The Company reserves the right to reject, rule out of order, or take
other appropriate action with respect to any proposal that does not comply with
these and other applicable requirements.
OTHER ITEMS
THE COMPANY, ON WRITTEN REQUEST OF ANY PERSON BEING SOLICITED BY THIS PROXY
STATEMENT, SHALL PROVIDE, WITHOUT CHARGE TO SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO), REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, FOR THE COMPANY'S MOST RECENT FISCAL YEAR. WRITTEN REQUESTS SHOULD BE
DIRECTED TO:
CREATIVE HOST SERVICES, INC.
6335 FERRIS SQUARE, SUITES G-H
SAN DIEGO, CALIFORNIA 92126
ATTENTION: SAYED ALI
By Order of the Board of Directors
Sayed Ali, President
San Diego, California
January 17, 2001
<PAGE>
PROXY - CREATIVE HOST SERVICES, INC.
ANNUAL MEETING OF SHAREHOLDERS - February 23, 2001
The undersigned shareholder(s) of Creative Host Services, Inc. (the
"Company") hereby appoints Sayed Ali and William Albee, and each of them, the
attorney, agent and proxy of the undersigned, with full power of substitution,
to vote all shares of the Company which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held at Cutler Law Group, 610 Newport
Center Drive, Suite 800, Newport Beach, CA 92660, on February 23, 2001 at 10:00
a.m. local time, and any and all adjournments thereof, as fully and with the
same force and effect as the undersigned might or could do if personally present
thereat, as follows:
1. ELECTION OF DIRECTORS. To elect the following four (4) persons to the Board
of Directors of the Company to serve until the 2000 Annual Meeting of
Shareholders and until their successors are elected and have qualified:
Sayed Ali Booker T. Graves John P. Donohue, Jr. Charles Radloff
/ / FOR ALL NOMINEES LISTED ABOVE (EXCEPT AS MARKED TO THE CONTRARY)
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE. A SHAREHOLDER
MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY DRAWING A LINE THROUGH
OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.
IF NO SPECIFICATION IS MADE, THE VOTES REPRESENTED BY THIS PROXY WILL BE
CAST FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. THIS PROXY VESTS
DISCRETIONARY AUTHORITY TO CUMULATE VOTES FOR DIRECTORS.
2. TO RATIFY THE SELECTION OF STONEFIELD JOSEPHSON, INC. TO SERVE AS AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
UNLESS OTHERWISE SPECIFIED, THE VOTES REPRESENTED BY THIS PROXY WILL BE
CAST FOR RATIFICATION AND APPROVAL OF THE ABOVE PROPOSAL.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s)
thereof.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. Shareholders who are present at the meeting may
withdraw their proxy and vote in person if they so desire. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please sign exactly as your name appears on your stock certificates. When shares
are held by joint tenants, both should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: , 2001
-------------------------------
-------------------------------------------------
Signature
-------------------------------------------------
Signature if held jointly
-------------------------------------------------
Printed Name(s)
I (We) will / / will not / / attend the Annual
Meeting in person.
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.
