<PAGE>
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 [ ]
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
SEL-LEB MARKETING, 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:
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:
N/A
(2) Form, Schedule or Registration Statement No.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
<PAGE>
S E L - L E B M A R K E T I N G, I N C.
495 River Street
Paterson, New Jersey 07524
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 30, 2000
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Sel-Leb Marketing, Inc. (the "Company") will be held on May 30, 2000 at 10:00
a.m. (local time) at the Company's principal executive offices located at 495
River Street, Paterson, New Jersey 07524, for the following purposes:
1. To elect eight members to the Board of Directors to serve until the
next annual meeting of shareholders and until their respective successors are
duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed April 14, 2000 as the record date for
the determination of the shareholders entitled to notice of and to vote at such
meeting or any adjournment thereof, and only shareholders of record at the close
of business on that date are entitled to notice of and to vote at such meeting.
A copy of the Company's Annual Report for the fiscal year ended
December 31, 1999 is enclosed herewith.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, you are urged to complete, date and sign the enclosed proxy and
return it promptly. If you receive more than one form of proxy, it is an
indication that your shares are registered in more than one account, and each
such proxy must be completed and returned if you wish to vote all of your shares
eligible to be voted at the meeting.
By Order of the Board of Directors,
Jorge Lazaro
Secretary
Dated: Paterson, New Jersey
April 28, 2000
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT.
THE ATTACHED PROXY STATEMENT SHOULD BE READ CAREFULLY. SHAREHOLDERS ARE
URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE
PAID ENVELOPE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY GIVING
WRITTEN NOTICE TO THE COMPANY. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY
VOTE IN PERSON THOUGH YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
- --------------------------------------------------------------------------------
<PAGE>
S E L - L E B M A R K E T I N G, I N C.
495 River Street
Paterson, New Jersey 07524
P R O X Y S T A T E M E N T
The enclosed proxy is solicited on behalf of the Board of Directors of
Sel-Leb Marketing, Inc. (the "Company") pursuant to this proxy statement (to be
mailed on or about April 28, 2000) for use at the Annual Meeting of Shareholders
to be held at the time and place shown in the attached notice of annual meeting
and at any adjournment or postponement thereof (the "Annual Meeting"). Shares
represented by properly executed proxies, if returned in time, will be voted at
the Annual Meeting as specified or, if not otherwise specified, in favor of the
election as directors of the nominees named herein. Such proxies are revocable
at any time before they are exercised by written notice to the Secretary of the
Company or by your requesting the return of the proxy at the Annual Meeting. Any
later dated proxies will revoke proxies submitted earlier.
RECORD DATE
The record date for the determination of holders of common stock, par
value $0.01 per share, of the Company ("Common Stock") who are entitled to
notice of and to vote at the Annual Meeting is April 14, 2000 (the "Record
Date").
VOTING SECURITIES
As of the Record Date, 2,261,018 shares of Common Stock of the Company
were outstanding. The number of outstanding shares of Common Stock, and all
other references contained in this Proxy Statement to numbers of shares of
Common Stock, give effect to a two-for-one stock split effected by the Company
on December 7, 1999 (the "Stock Split"). Holders of record of Common Stock as of
the Record Date will be entitled to one vote for each share held. A majority of
all shares of Common Stock issued, outstanding and entitled to vote at the
Annual Meeting, present in person or represented by proxy, shall constitute a
quorum. Abstentions and broker non-votes are considered present for purposes of
determining whether the quorum requirement is met. A broker non-vote occurs when
a nominee holds shares for a beneficial owner but cannot vote on a proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner as to how to vote the shares.
With respect to the matters to come before the shareholders at the
Annual Meeting, the election of directors (Proposal No. 1) shall be determined
by a plurality of the voting power present in person or represented by proxy at
the Annual Meeting and entitled to vote. With respect to the election of
directors, only shares that are voted in favor of a particular nominee will be
counted towards such nominee's achievement of a plurality. Shares present at the
Annual Meeting that are not voted for a particular nominee, shares present by
proxy where the shareholder properly withholds authority to vote for such
nominee, and broker non-votes will not be counted towards such nominee's
achievement of a plurality.
<PAGE>
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth, as of the Record Date, the beneficial
ownership of shares of Common Stock by (i) each person who is known by the
Company to own more than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company, each nominee for election as a director of the Company
and each executive officer of the Company listed in the Summary Compensation
Table and (iii) all of the Company's officers and directors as a group:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owner(1) Beneficial Ownership(2) Percent owned
- -------------------------------------- ---------------------- -------------
<S> <C> <C>
Harold Markowitz 363,808(3) 16.1%
Paul Sharp 363,932(4) 16.1%
Jorge Lazaro 363,808(5) 16.1%
Jan Mirsky 223,772(6) 9.9%
Laifer Capital Management 115,400 5.1%
Jack Koegel 102,250(7) 4.5%
Stanley R. Goodman 8,750(8) *
Edward C. Ross 3,750(9) *
L. Douglas Bailey 6,250(10) *
All officers and directors 1,436,320(3-10) 63.5%
as a group (8 persons)
</TABLE>
- -------------
* Less than 1%
(1) The address for each such person is c/o Sel-Leb Marketing, Inc., 495 River
Street, Paterson, New Jersey 07524.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this Proxy
Statement upon the exercise of options or warrants. Each beneficial
owner's percentage ownership is determined by assuming that options or
warrants that are held by such person (but not those held by any other
person) and which are exercisable within 60 days from the date of this
Proxy Statement have been exercised. Unless otherwise noted, the Company
believes that all persons named in the table have sole voting and
investment power with respect to all shares of Common Stock beneficially
owned by them.
(3) Includes 18,158 shares of Common Stock issuable upon exercise of options
granted to Mr. Markowitz under the Stock Option Plan. Does not include
26,500 shares of Common Stock issuable upon exercise of options granted to
Mr. Markowitz under the Stock Option Plan which are not exercisable within
60 days of the date of this Proxy Statement.
(4) Includes 18,158 shares of Common Stock issuable upon exercise of options
granted to Mr. Sharp under the Stock Option Plan. Does not include 26,500
shares of Common Stock issuable upon exercise of options granted to Mr.
Sharp under the Stock Option Plan which are not exercisable within 60 days
of the date of this Proxy Statement.
2
<PAGE>
(5) Includes 18,158 shares of Common Stock issuable upon exercise of options
granted to Mr. Lazaro under the Stock Option Plan. Does not include 26,500
shares of Common Stock issuable upon exercise of options granted to Mr.
Lazaro under the Stock Option Plan which are not exercisable within 60
days of the date of this Proxy Statement.
(6) Includes (i) 86,622 shares of Common Stock issuable upon exercise of a
warrant granted to Mr. Mirsky by the Company and (ii) 136,564 shares of
Common Stock issuable upon exercise of options granted to Mr. Mirsky under
the Stock Option Plan. Does not include 25,000 shares of Common Stock
issuable upon exercise of options granted to Mr. Mirsky under the Stock
Option Plan which are not exercisable within 60 days of the date of this
Proxy Statement.
(7) Includes 101,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Koegel under the Stock Option Plan. Does not
include 32,750 shares of Common Stock issuable upon exercise of options
granted to Mr. Koegel under the Stock Option Plan which are not
exercisable within 60 days of the date of this Proxy Statement.
(8) Includes 8,750 shares of Common Stock issuable upon exercise of options
granted to Mr. Goodman under the Company's 1995 Nonemployee Directors'
Stock Option Plan (the "Nonemployee Directors' Plan").
(9) Includes 3,750 shares of Common Stock issuable upon exercise of options
granted to Mr. Ross under the Nonemployee Directors' Plan.
(10) Includes 6,250 shares of Common Stock issuable upon exercise of options
granted to Mr. Bailey under the Nonemployee Directors' Plan.
3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has nominated the eight individuals whose names
are set forth below for election to the Board of Directors, each to hold office
until the next Annual Meeting of Shareholders and until his successor is duly
elected and qualified. Unless otherwise specified, the enclosed proxy will be
voted in favor of the persons named below, all of whom are now directors of the
Company. In the event that any of such nominees for election at the Annual
Meeting should become unavailable for election for any reason not presently
known, it is intended that votes will be cast pursuant to the accompanying proxy
for such substitute nominees as the Board of Directors may designate unless the
Board of Directors reduces the number of directors. The directors are to be
elected by the affirmative vote of the holders of a plurality of the shares of
Common Stock entitled to vote and present in person or represented by proxy at
the Annual Meeting.
Recommendation of Board of Directors
The Board of Directors recommends a vote FOR election of the nominees
identified below as directors of the Company.
Information Regarding Nominees
The information set forth below, furnished to the Board of Directors by
the respective individuals, shows as to each nominee for election as a director
of the Company (i) his name and age, (ii) his principal position with the
Company, (iii) his principal occupation or employment, if different, and (iv)
the month and year in which he began to serve as a director.
<TABLE>
<CAPTION>
Name and Age Principal Occupation Director Since
- ------------ or Employment --------------
-------------
<S> <C> <C>
Harold Markowitz (59) Chairman of the Board of the Company September 1993
Paul Sharp (50) President and Chief Executive Officer of December 1994
the Company
Jan S. Mirsky (59) Executive Vice President - Finance of the December 1994
Company
Jorge Lazaro (51) Executive Vice President and Secretary of September 1993
the Company
Jack Koegel (48) Vice Chairman of the Board and Chief December 1994
Operating Officer of the Company
Stanley R. Goodman (70) Partner, Goodman & Saperstein (law firm) December 1994
Edward C. Ross (56) Partner, Finkle, Ross & Rost (accounting December 1994
firm)
L. Douglas Bailey (58) President, Bailey & Associates, Inc. March 1996
(consulting firm); President and Chief
Executive Officer, Precision Fixtures and
Graphics (manufacturing company)
</TABLE>
4
<PAGE>
Biographical Information Regarding Directors
Harold Markowitz, a co-founder of the Company, has been Chairman of the
Board of the Company since December 1994. Prior to such time, he served as
President and a director of the Company from its inception in September 1993 to
December 1994. Mr. Markowitz was also a co-founder of Linette Cosmetics, Inc.
("Linette Cosmetics") and served as a director of Linette Cosmetics from its
inception in 1985 until the May 1995 merger of Linette Cosmetics with and into
the Company (the "Linette Merger"). In 1986, Mr. Markowitz co-founded Beauty
Labs, Inc. ("Beauty Labs"), a publicly-held company which marketed cosmetics and
other accessories to mass merchandisers, and served as the Chairman of the Board
and a director of Beauty Labs from 1987 to 1991.
Paul Sharp has served as Chief Executive Officer of the Company since
May 1995 and as President and a director of the Company since December 1994. Mr.
Sharp also served as Secretary and Treasurer and a director of Linette Cosmetics
from 1990 to December 1994. From 1987 to 1989, Mr. Sharp served as Corporate
Vice President of Zayre Corporation, a mass merchandising retailer, where he was
responsible for the fragrance, cosmetic and health and beauty product lines.
Prior to 1987, Mr. Sharp served in various other capacities at Zayre Corporation
and on the Retail Advisory Board of The Gillette Company, a manufacturer of
personal care products, and was engaged as a retail marketing consultant for
Smith-Kline Beecham Company, a manufacturer of health and beauty aids and
pharmaceuticals.
Jan Mirsky has served as Executive Vice President-Finance of the
Company since January 1995 and as a director of the Company since December 1994
and, from January 1995 to June 1997 served as the Chief Operating Officer of the
Company. In addition, he acted as a marketing consultant to the Company from
January 1994 to January 1995, at which time he became an employee of the
Company. From 1991 to January 1995, Mr. Mirsky was engaged as an independent
management, marketing and financial consultant.
Jorge Lazaro, a co-founder of the Company, has been Executive Vice
President of the Company since May 1995 and the Secretary and a director of the
Company since its inception in September 1993. Mr. Lazaro also served as the
President of the Company from December 1994 to May 1995 and as Treasurer of the
Company from its inception to December 1994. Mr. Lazaro was also a co-founder of
Linette Cosmetics and served as President and a director of Linette Cosmetics
from its inception in 1985 until the Linette Merger, and has served as the
Secretary and Treasurer and as a director of Lea Cosmetics, Inc. ("Lea
Cosmetics") from its inception in October 1992 until the merger of Lea Cosmetics
with and into the Company in August 1995.
Jack Koegel has served as the Vice Chairman of the Company since
September 1995, as the Chief Operating Officer of the Company since June 1997
and as a director of the Company since December 1994. From 1993 until September
1995, Mr. Koegel served as President of Retail Concepts 2000, Inc., a retail
consulting company founded by him. Mr. Koegel served as President of Twin Valu
Stores (a division of Super Valu Inc.) from 1991 to 1993 and as Executive Vice
President of ShopKo Stores/Twin Valu Stores (a division of Super Valu Inc.) from
1989 to 1991.
Stanley R. Goodman has served as Assistant Secretary of the Company
since May 1995 and as a director of the Company since December 1994. Since 1989,
Mr. Goodman has been a partner at Goodman & Saperstein, a law firm specializing
in statutory and regulatory issues concerning pharmaceuticals, cosmetics and
related consumer products. He also served as a director and General Counsel of
Beauty Labs from 1987 until the time of its merger with Robern Industries, Inc.
in 1992.
Edward C. Ross has served as a director of the Company since December
1994. Mr. Ross has been a partner in the accounting firm of Finkle, Ross & Rost
since 1975. He has also been involved as a principal in various start-up
companies as well as established operating businesses, ranging in type from
manufacturing to real estate to financial consulting. Mr. Ross is a Certified
Public Accountant in New York and New Jersey, and is a member of the American
Institute of Certified Public Accountants.
5
<PAGE>
L. Douglas Bailey has served as a director of the Company since March
1996. Beginning in 1996, Mr. Bailey became the President and Chief Executive
Officer of Precision Fixtures and Graphics, a manufacturer of store fixtures,
and since 1995 he has served as President of Bailey & Associates, Inc., a
consulting firm for the retail industry. Mr. Bailey also serves as a developer
for Regent Properties, an industrial property development and management company
founded and operated by Mr. Bailey and his wife. From 1993 to 1995, Mr. Bailey
served as President of Home Shopping Club, Inc., a subsidiary of Home Shopping
Network, Inc. and the operator of Home Shopping Network, a live,
customer-interactive retail sales television network, and from 1970 to 1992
served as the Senior Vice President of Eckerd Drug Company, a retail drug store
chain. Mr. Bailey also serves as a director of 800 Travel Systems, Inc., a
publicly-held discount travel reservations company.
Meetings and Committees of the Board
The Board of Directors of the Company held three meetings during 1999
and acted by written consent on three occasions. All directors attended 75% or
more of the total number of meetings of the Board and of the committees of which
they were members.
The Executive Committee, the Audit Committee, the Stock Option
Committee and the Compensation Committee are the only standing committees of the
Board. There is no formal nominating committee; the Board of Directors or the
Executive Committee performs this function.
The Executive Committee, which is currently composed of Mr. Markowitz,
its Chairman, and Messrs. Sharp, Mirsky, Lazaro and Koegel, has all the powers
of the Board of Directors in the management of the business and affairs of the
Company, except as such powers are limited by the New York Business Corporation
Law. During 1999, the Executive Committee held twelve meetings.
The Audit Committee, which is currently composed of Mr. Ross, its
Chairman, and Messrs. Goodman and Koegel, consults with the auditors of the
Company and such other persons as the members deem appropriate, reviews the
preparations for and scope of the audit of the Company's annual financial
statements, makes recommendations as to the engagement and fees of the
independent auditors, and performs such other duties relating to the financial
statements of the Company as the Board of Directors may assign from time to
time. The Audit Committee held one meeting during 1999.
The Stock Option Committee, which is currently composed of Mr. Goodman,
its Chairman, and Mr. Ross, has all of the powers of the Board of Directors,
including the authority to issue stock or other securities of the Company, in
respect of any matters relating to the administration of the Company's stock
option plans (other than the grant of options under the Non-Employee Directors'
Plan). The Stock Option Committee held eleven meetings during 1999.
The Compensation Committee, which is currently composed of Mr.
Markowitz, its Chairman, and Messrs. Goodman and Ross, reviews with the Board of
Directors on a periodic basis existing and proposed compensation plans, programs
and arrangements for executive officers and other employees. All recommendations
regarding compensation arrangements for Mr. Markowitz are made solely by Messrs.
Goodman and Ross. The Compensation Committee held two meetings during 1999.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires officers and directors of the Company and holders of
more than 10% of the Common Stock (collectively, "Reporting Persons") to file
reports of ownership and changes in ownership of the Common Stock with the
Securities and Exchange Commission within certain time periods and to furnish
the Company with copies of all such reports. Based solely on its review of the
copies of such reports furnished to the Company by such Reporting Persons or on
the written representations of such Reporting Persons that no reports on Form 5
were required, the Company believes that during the year ended December 31,
1999, all of the Reporting Persons complied with their Section 16(a) filing
requirements.
6
<PAGE>
Directors' Compensation
Each director who is not an employee of the Company was paid $500 for
each meeting of the Board of Directors attended by such director during 1999.
The Company also reimbursed each such director for all reasonable expenses
incurred by him in attending meetings. In addition, non-employee directors of
the Company are eligible to participate in the Nonemployee Director's Plan,
pursuant to which an aggregate of 75,000 shares of Common Stock may be granted
to non-employee directors. Pursuant to such Plan, each non-employee director is
automatically granted (i) upon becoming a director of the Company, an option to
purchase 1,250 shares of Common Stock and (ii) each year, on the day of the
Company's annual meeting of shareholders, an option to purchase 1,250 shares of
Common Stock. To date, the Company has granted to Messrs. Bailey, Goodman and
Ross, pursuant to the Nonemployee Directors' Plan, options to purchase 6,250
shares, 8,750 shares and 3,750 shares, respectively.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding the
compensation in each of the last three fiscal years of the person who served as
the Company's Chief Executive Officer during the fiscal year ended December 31,
1999, and the Company's four most highly compensated officers (other than the
Chief Executive Officer) who were serving as officers at December 31, 1999
(collectively, the "Named Officers").
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------------
Name and Principal Fiscal Salary ($) Bonus Other Annual Restricted Securities LTIP All Other
Position Year ($) Compensation Stock Underlying Payouts Compensation
($) Award(s) Options/ ($) ($)
($) SARs(#)
- ---------------------- ----- --------- ----- ------------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul Sharp 1999 127,404 -0- 17,665(1) -0- 27,000(2) -0- -0-
President and 1998 101,202 -0- 6,104(1) -0- 30,626(3) -0- -0-
Chief Executive 1997 93,750 -0- 8,766(1) -0- 5,626(4) -0- -0-
Officer
Harold Markowitz 1999 127,404 -0- 13,153(5) -0- 27,000(2) -0- -0-
Chairman of the 1998 101,202 -0- 13,085(5) -0- 30,626(3) -0- -0-
Board 1997 104,766 -0- 12,060(5) -0- 5,626(4) -0- -0-
Jan S. Mirsky 1999 117,212 -0- 7,200(6) -0- 54,000(7) -0- -0-
Executive Vice 1998 93,106 -0- 6,926(6) -0- 123,500(8) -0- -0-
President - Finance 1997 84,923 -0- 5,554(6) -0- 4,250(4) -0- -0-
Jorge Lazaro 1999 127,404 -0- 11,358(9) -0- 27,000(2) -0- -0-
Executive Vice 1998 101,202 -0- 11,358(9) -0- 30,626(3) -0- -0-
President and 1997 93,750 -0- 9,246(9) -0- 5,626(4) -0- -0-
Secretary
Jack Koegel 1999 101,923 -0- 14,400(10) -0- 69,500(11) -0- -0-
Vice Chairman of 1998 80,962 -0- 14,400(10) -0- 75,500(12) -0- -0-
The Board and Chief 1997 77,750 -0- 14,400(10) -0- 12,500(13) -0- -0-
Operating Officer
</TABLE>
- ----------------
(1) Includes (i) for 1999, 1998, and 1997, $10,892, $6,104 and $8,766,
respectively, paid by the Company with respect to an automobile for use
by Mr. Sharp in connection with his services to the Company, and (ii)
for 1999, $6,774 paid by the Company to Mr. Sharp with respect to
medical insurance purchased directly by him.
(2) Reflects (i) the January 6, 1999 grant by the Company to Messrs. Sharp,
Markowitz and Lazaro of 10,000 options, each with an exercise price of
$1.25, (ii) the April 1, 1999 grant by the Company to Messrs. Sharp,
Markowitz and Lazaro of 15,000 options, each with an exercise price of
$2.375, and (iii) the August 2, 1999
8
<PAGE>
grant by the Company to Messrs. Sharp, Markowitz and Lazaro of 2,000
options, each with an exercise price of $2.50.
(3) On October 8, 1998, (i) the Company granted to each of Messrs. Sharp,
Markowitz and Lazaro 25,000 options with an exercise price of $.4375
(the fair market value of the Common Stock on October 8, 1998), and
(ii) the Company adjusted the exercise price of 5,626 outstanding
options originally granted to each of Messrs. Sharp, Markowitz and
Lazaro on December 26, 1996. In connection with such repricing, the
Company cancelled the outstanding options, each with an exercise price
of $4.00, and granted a corresponding number of new options, each with
an exercise price of $.4375.
(4) On August 18, 1997, the Company adjusted the exercise price of 5,626
outstanding options originally granted to each of Messrs. Sharp,
Markowitz and Lazaro on December 26, 1996 and 4,250 outstanding options
originally granted to Mr. Mirsky on December 26, 1996. In connection
with such repricing, the Company cancelled the outstanding options,
each with an exercise price of $22.50, and granted a corresponding
number of new options, each with an exercise price of $2.00 (the fair
market value of the Common Stock on the date of repricing).
(5) Includes for 1999, 1998 and 1997 (i) $10,988, $10,800 and $9,900,
respectively, paid by the Company with respect to an automobile for use
by Mr. Markowitz in connection with his services to the Company and
(ii) $2,165, $2,285 and $2,160, respectively, for certain membership
fees paid by the Company on behalf of Mr. Markowitz.
(6) Represents amounts paid by the Company with respect to an automobile
for use by Mr. Mirsky in connection with his services to the Company.
(7) Reflects (i) the January 6, 1999 grant by the Company to Mr. Mirsky of
10,000 options, with an exercise price of $1.25, (ii) the April 1, 1999
grant by the Company to Mr. Mirsky of 15,000 options, with an exercise
price of $2.375, and (iii) the April 1, 1999 and August 2, 1999
adjustments of the exercise price of an aggregate of 29,000 options
held by Mr. Mirsky, in connection with which, in each case, the Company
cancelled the outstanding options and granted a corresponding number of
new options. See "-- Repricing of Certain Options During Fiscal 1999."
(8) On October 8, 1998, the Company granted to Mr. Mirsky 25,000 options
each with an exercise price of $.4375 (the fair market value of the
Common Stock on October 8, 1998). On October 8, 1998 and November 4,
1998, the Company adjusted the exercise price of an aggregate of
123,500 outstanding options originally granted to Mr. Mirsky. In
connection with such repricing, in each case, the Company cancelled the
outstanding options and granted a corresponding number of new options.
(9) Represents amounts paid by the Company with respect to an automobile
for use by Mr. Lazaro in connection with his services to the Company.
(10) Includes for 1999, 1998 and 1997 (i) $4,800, $4,800 and $4,800,
respectively, paid by the Company to Mr. Koegel with respect to medical
insurance purchased directly by him and (ii) $9,600, $9,600 and $9,600,
respectively, paid by the Company with respect to an automobile for use
by Mr. Koegel in connection with his services to the Company.
(11) Reflects (i) the January 6, 1999 grant by the Company to Mr. Koegel of
10,000 options, with an exercise price of $1.25, (ii) the April 1, 1999
grant by the Company to Mr. Koegel of 15,000 options, each with an
exercise price of $2.375, (iii) the August 2, 1999 grant by the Company
to Mr. Koegel of 2,000 options, each with an exercise price of $2.50,
and (iv) the March 2, 1999 and August 2, 1999 adjustments of the
exercise price of an aggregate of 42,500 options held by Mr. Koegel, in
connection with which, in each case, the Company cancelled the
outstanding options and granted a corresponding number of new options.
See "-- Repricing of Certain Options During Fiscal 1999."
9
<PAGE>
(12) On October 8, 1998, the Company granted to Mr. Koegel 25,000 options
each with an exercise price of $.4375 (the fair market value of the
Common Stock on October 8, 1998). On June 4, 1998 and November 4, 1998,
the Company adjusted the exercise price of an aggregate of 81,750
outstanding options originally granted to Mr. Koegel. In connection
with such repricing, in each case, the Company cancelled the
outstanding options and granted a corresponding number of new options.
(13) On July 15, 1997, the Company adjusted the exercise price of 12,500
outstanding options originally granted to Mr. Koegel on September 27,
1995. In connection with such repricing, the Company cancelled the
outstanding options, each with an exercise price of $11.00, and granted
a corresponding number of new options, each with an exercise price of
$6.50 (the fair market value of the Common Stock on the date of
repricing).
Option/SAR Grants During Fiscal 1999
The following table provides information related to options granted to
the Named Executive Officers during fiscal 1999. No stock appreciation rights
were issued by the Company during fiscal 1999.
<TABLE>
<CAPTION>
Name Number of Securities % of Total Exercise or Base Expiration Date
Underlying Options/SARs Options/SARs Price ($/sh)
Granted(#) Granted to
Employees
in Fiscal
Year
---- ---------- ---- ------------- ---------------
<S> <C> <C> <C> <C>
Paul Sharp 10,000(1) 3.4% $1.25 1/05/09
15,000(2) 5.2% $2.50 3/31/09
2,000(3) 0.7% $2.375 8/01/09
Harold Markowitz 10,000(1) 3.4% $1.25 1/05/09
15,000(2) 5.2% $2.50 3/31/09
2,000(3) 0.7% $2.375 8/01/09
Jan S. Mirsky 10,000(1) 3.4% $1.25 1/05/09
15,000(2) 5.2% $2.50 3/31/09
8,000(4) 2.8% $2.375 7/12/05
50,000(4) 17.2% $2.50 7/12/05
Jorge Lazaro 10,000(1) 3.4% $1.25 1/05/09
15,000(2) 5.2% $2.50 3/31/09
2,000(3) 0.7% $2.375 8/01/09
Jack Koegel 10,000(1) 3.4% $1.25 1/05/09
15,000(2) 5.2% $2.50 3/31/09
2,000(3) 0.7% $2.375 8/01/09
12,500(5) 4.3% $2.00 7/14/07
30,000(5) 10.3% $2.50 9/27/05
</TABLE>
- ------------------
(1) Reflects the January 6, 1999 grant by the Company to each of Messrs. Sharp,
Markowitz, Mirsky, Lazaro and Koegel of 10,000, each with an exercise price
of $1.25 per share.
10
<PAGE>
(2) Reflects the April 1, 1999 grant by the Company to each of Messrs.
Markowitz, Sharp, Mirsky, Lazaro and Koegel of 15,000 options, each with an
exercise price of $2.375 per share.
(3) Reflects the August 2, 1999 grant by the Company to each of Messrs.
Markowitz, Sharp, Lazaro and Koegel of 2,000 options, each with an exercise
price of $2.50 per share.
(4) Reflects the April 1, 1999 and August 2, 1999 adjustments of the exercise
price of an aggregate of 58,000 options held by Mr. Mirsky, in connection
with which, in each case, the Company cancelled the outstanding options and
granted a corresponding number of new options. See, "-- Repricing of
Certain Options During Fiscal 1999."
(5) Reflects the March 2, 1999 and August 2, 1999 adjustments of the exercise
price of an aggregate of 42,500 options held by Mr. Koegel, in connection
with which, in each case, the Company cancelled the outstanding options and
granted a corresponding number of new options. See, "-- Repricing of
Certain Options During Fiscal 1999."
Aggregated Option/SAR Exercises During
Fiscal 1999 and Year End Option/SAR Values
The following table provides information related to options exercised by
the Named Executive Officers during fiscal 1999 and the number and value of
options and stock appreciation rights held at fiscal year end which are
currently exercisable. No stock appreciation rights were exercised during fiscal
1999.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised In-the-Money Options/SARs
Shares Options/SARs at FY-End at FY-End ($)(1)
Acquired on Value ---------------------- ---------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul Sharp 12,800 $55,705 11,908 32,750 $25,194 $61,125
Harold Markowitz 12,800 $55,705 11,908 32,750 $25,194 $61,125
Jan S. Mirsky(2) 11,936 $48,181 130,314 31,250 $68,352 $60,000
Jorge Lazaro 12,800 $55,705 11,908 32,750 $25,194 $61,125
Jack Koegel 6,250 $6,408 94,750 39,000 $128,422 $68,938
</TABLE>
- ------------------
(1) The values of Unexercised In-the-Money Options/SARs represents the
aggregate amount of the excess of $3.25, the closing sales price for a
share of Common Stock on December 31, 1999, over the relevant exercise
price of all "in-the-money" options.
(2) The values listed do not take into account the warrants held by Mr.
Mirsky.
Repricing of Certain Options During Fiscal 1999
In March 1999, the Company repriced 12,500 options that had originally
been granted in July 1997 to Mr. Koegel, the Vice Chairman of the Board and
Chief Operating Officer of the Company. Pursuant to such repricing, the Company
cancelled the outstanding options, each with an exercise price of $3.25 per
share, and granted a corresponding number of new shares, each with an exercise
price of $2.00 per share. In April 1999, the Company repriced 8,000 options that
had originally been granted in July 1995 to Mr. Mirsky, the Executive Vice
President - Finance of the Company. Pursuant to such repricing, the Company
cancelled the outstanding options, each with an exercise price of $3.25 per
share, and granted a corresponding number of new shares, each with an exercise
price of $2.375 per share. In August 1999, the Company repriced 30,000 and
50,000 options that had originally been granted to Mr. Koegel in September 1995
and to Mr. Mirsky in July 1995, respectively. Pursuant to such repricing,
11
<PAGE>
the Company cancelled the outstanding options, each with an exercise price of
$3.75 and $3.25 per share, respectively, and granted a corresponding number of
new shares, each with an exercise price of $2.50 per share. On the date of the
August 1999 option repricings, the closing sale price of the Common Stock was
$2.50. The Board of Directors decided to reprice the foregoing options as a
result of a long-term decline in the market price of the Company's Common Stock
which the Board believed would make it unlikely that any holder would exercise
the options at the then existing exercise price. The Board also believed that
the purpose behind its grant of such options -- i.e., to act as additional
motivation for the Company's officers -- would be undermined by the decline in
the price of the Common Stock to a level substantially below the exercise price
of the options.
Description of Stock Option Plan
Pursuant to the Stock Option Plan, as amended, stock options covering
an aggregate of 462,500 shares of the Company's Common Stock may be granted to
employees (including officers), directors, consultants and other persons who
perform substantial services for or on behalf of the Company. The Stock Option
Plan is administered by the Stock Option Committee (the "Committee"), which is
vested with complete authority to administer and interpret the Stock Option
Plan, to determine the terms upon which options may be granted, to prescribe,
amend and rescind such interpretations and determinations and to grant options.
Under the Stock Option Plan, "incentive stock options" ("Incentive Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), may be granted to employees (including officers), and
non-incentive stock options ("Non-incentive Options") may be granted to
employees and to other persons (including directors) who perform substantial
services for or on behalf of the Company. Incentive Options and Non-incentive
Options are collectively referred to herein as "Options."
The price at which shares covered by an Option granted under the Stock
Option Plan may be purchased pursuant thereto shall be determined by the
Committee, but shall be no less than the par value of such shares and no less
than the Fair Market Value (as hereinafter defined) of such shares on the date
of grant; provided, however, that in the case of Incentive Options, if the
optionee directly or indirectly beneficially owns more than 10% of the total
combined voting power of all of the outstanding voting stock of the Company (a
"10% Holder"), the purchase price shall not be less than 110% of the Fair Market
Value on the date of grant. As used herein, the term "Fair Market Value" means
the last sale price of a share of Common Stock as reported by the principal
quotation service on which the Common Stock is listed for the date of grant, if
available, or, if the last sale prices are not reported, the mean of the high
bid and low asked prices of a share of Common Stock as reported by such
principal quotation service for the date of grant; provided, however, that if no
such report is available for the date of grant, the Fair Market Value shall be
the last sale price or the mean of the high bid and low asked prices, as the
case may be, on the day next preceding such day for which there was a report;
and provided further, however, that if no such representative quotes are
available, the Fair Market Value shall mean the amount determined by the
Committee to be the fair market value pursuant to any reasonable method in
accordance with applicable regulations of the Internal Revenue Service.
The purchase price of shares issuable upon exercise of an Option
granted under the Stock Option Plan may be paid in cash or by delivery of shares
of Common Stock having an aggregate Fair Market Value on the date of exercise
equal to the exercise price of the option. The Company may also loan the
purchase price to the optionee, or guarantee third-party loans to the optionee,
on terms and conditions acceptable to the Committee.
Under the Stock Option Plan, the total number of shares for Common
Stock for which options may be granted to any one person in any given calendar
year may not exceed 37,500. The Stock Option Plan also provides that the
aggregate fair market value of the stock with respect to which Incentive Options
are first exercisable by any employee during any calendar year under the Stock
Option Plan and all other stock option plans of the Company shall not exceed
$100,000. To the extent that the Fair Market Value of the stock with respect to
which Incentive Options are first exercisable by any employee during any
calendar year (under all plans of the Company) exceeds $100,000, such Options
shall be treated as Options which are not Incentive Options. The number of
shares covered by an Option is subject to adjustment for stock dividends, stock
splits, mergers, consolidations, combinations of shares, reorganizations and
recapitalizations.
12
<PAGE>
The Stock Option Plan provides that Options may be exercised within a
period not exceeding ten years after the date of grant, except that the term of
any Incentive Options granted to a 10% Holder may not exceed five years from the
date of grant. Options are generally non-transferable except by will or by the
laws of descent and distribution, and during a participant's lifetime are
exercisable only by him or her. In addition, pursuant to the Stock Option Plan,
various limitations may apply to the exercise of Options by optionees whose
employment is terminated on retirement, disability or otherwise.
As of April 28, 2000, of the 731,250 shares of Common Stock available
for issuance under the Stock Option Plan, 97,366 of such shares have been issued
in connection with exercises of options granted under the Stock Option Plan and
412,114 of such shares are reserved for issuance upon exercise of currently
outstanding options. Accordingly, only 221,770 shares of Common Stock are
available for future awards under the Stock Option Plan.
Extension of Certain Warrants During Fiscal 1999
On March 3, 2000, the Company amended the Warrant and Registration
Agreement between Mr. Mirsky and the Company, extending the expiration date of
86,622 warrants from March 31, 2000 to April 15, 2001. The 86,622 warrants have
an exercise price of $1.25 per share after giving effect to the Stock Split.
Description of Employment Agreements,
Severance Arrangements and Change of Control Arrangements
Employment Agreements with Messrs. Markowitz, Sharp and Lazaro. On June
30, 1995, the Company entered into identical employment agreements with each of
Messrs. Markowitz, Sharp and Lazaro. Pursuant to such agreements, Messrs.
Markowitz, Sharp and Lazaro are employed as the Chairman of the Board, the
President and Chief Executive Officer, and an Executive Vice President,
respectively, of the Company. The agreements provide that such individuals shall
devote substantially all of their working time and attention to the business of
the Company. Each such agreement has an initial term of five years commencing
July 20, 1995, and shall be automatically renewable for successive one-year
periods unless either the Company or the employee elects not to renew his
employment. Pursuant to the employment agreements, as amended, Messrs.
Markowitz, Sharp and Lazaro each received a base salary in 1999 of $125,000, and
are each entitled to receive an annual base salary of $125,000 in each year
during the remainder of the term of his respective agreement, subject to such
increases as shall be approved by the Board of Directors of the Company. The
employment agreements also provide that each of Messrs. Markowitz, Sharp and
Lazaro will be eligible to participate in any medical insurance, pension, profit
sharing or other employment benefit programs generally made available to senior
executives of the Company.
Employment Agreement with Jan Mirsky. On June 30, 1995, the Company
entered into an employment agreement with Mr. Mirsky, pursuant to which Mr.
Mirsky is employed as the Executive Vice President - Finance of the Company and
is to devote substantially all of his working time and attention to the business
of the Company. Such agreement, which became effective July 13, 1995, had an
initial term of eighteen months, and is automatically renewable for successive
one-year periods beginning on January 13th of each year unless either the
Company or Mr. Mirsky elects not to renew his employment. The Company renewed
the agreement again on January 13, 2000. Pursuant to the employment agreement,
as amended, Mr. Mirsky received a base salary in 1999 of $115,000, and is
entitled to receive an annual base salary of $115,000 in each year during the
remainder of the term of the agreement, subject to such increases as shall be
approved by the Board of Directors of the Company. The agreement further
provides that Mr. Mirsky will be eligible to participate in any medical
insurance, pension, profit sharing or other employment benefit programs
generally made available to senior executives of the Company.
Employment Agreement with Jack Koegel. Pursuant to the Company's
employment agreement with Mr. Koegel, which became effective September 27, 1995,
Mr. Koegel is employed by the Company as the Vice Chairman of the Company and,
since June 1997, has been employed as the Chief Operating Officer of the
Company. The agreement provides that Mr. Koegel is to devote substantially all
of his working time and attention to the business of the Company. The agreement
provides that services performed by Mr. Koegel shall be rendered in the St.
Paul, Minnesota metropolitan area; however, Mr. Koegel and the Company have
subsequently mutually agreed that his services shall be performed at the
Company's executive offices in Paterson, New Jersey. Such agreement
13
<PAGE>
had an initial term of thirty-six months, and is automatically renewable for
successive one-year periods beginning on September 23 of each year unless either
the Company or Mr. Koegel elects not to renew his employment. The Company
renewed the agreement on September 23, 1999. Pursuant to the employment
agreement, as amended, Mr. Koegel received a base salary of $100,000 in 1999,
and is entitled to receive an annual base salary of $100,000 in each year during
the remainder of the term of the agreement, subject to such increases as shall
be approved by the Board of Directors of the Company. The agreement further
provides that Mr. Koegel will be eligible to participate in any pension, profit
sharing or other employment benefit programs generally made available to senior
executives of the Company other than medical insurance benefits. However, the
agreement provides that the Company will pay Mr. Koegel $400 per month to cover
costs incurred by him in purchasing medical insurance directly. In addition,
pursuant to the agreement, the Company provides Mr. Koegel with a monthly
automobile allowance of $800 and, in 1995, paid an aggregate of $25,000 for the
construction of an office for him in St. Paul, Minnesota.
Pursuant to the employment agreement, Mr. Koegel was granted an option
in September 1995 to purchase an aggregate of 93,750 shares of Common Stock at
an exercise price of $11.00 per share. On July 15, 1997, the Company adjusted
the exercise price of 12,500 of such options to $6.50 per share. On June 4,
1998, the Company adjusted the exercise price of an additional 6,250 of such
options to $2.00 per share, and on November 4, 1998, the Company adjusted the
exercise price of 63,000 of such options to $3.75 per share. In addition, on
November 4, 1998, the Company also adjusted to $3.25 per share the exercise
price of the 12,500 options which had been repriced in July 1997 and, subsequent
to the end of fiscal 1998, the Company adjusted the exercise price of such
options to $2.00 per share. Mr. Koegel's agreement provides that, in the event
the Company grants options, either under the Stock Option Plan or any other
stock option plan adopted by the Company, to Messrs. Markowitz, Sharp, Mirsky
and Lazaro during the term of Mr. Koegel's employment, Mr. Koegel shall be
entitled to receive a proportionate amount of additional options on such terms
as may be established by the Board of Directors.
Severance Arrangements. Each of the employment agreements with Messrs.
Markowitz, Sharp, Lazaro, Mirsky and Koegel provides that the employee's
employment shall terminate (i) for "cause" (as defined in each of the respective
agreements), (ii) by reason of the employee's disability, resignation or death,
(iii) upon the expiration of the employment agreement in accordance with its
terms or (iv) in the event the employee is no longer employed by the Company
after a "Change of Control" (as defined below). Each of the agreements further
provides that, in the event the employee's employment terminates for any reason
(other than termination without cause or in connection with a Change of
Control), the employee shall be entitled to receive his annual base salary, and
any expense reimbursements, due and owing to him at the time of such
termination. In the event the employee is terminated without cause, the employee
shall be entitled to receive annual base salary and expense reimbursements then
due and owing to him, as well as a lump-sum severance payment in an amount equal
to his then annual base salary for the balance of the term of the employment
agreement.
Change of Control Arrangements. Each of the employment agreements with
Messrs. Markowitz, Sharp, Lazaro, Mirsky and Koegel provides that, in the event
of a Change of Control of the Company, each such employee will be entitled to
receive a lump-sum severance payment equal to three times his then annual base
salary if he is discharged for any reason (other than for cause) or terminates
his employment for "Good Reason" prior to the first anniversary of such Change
of Control, and shall be entitled to receive a lump-sum payment equal to his
then annual base salary if he voluntarily leaves the employ of the Company for
reasons other than discharge or for Good Reason prior to the first anniversary
of such Change of Control. As used in the employment agreements, the term
"Change of Control" means (a) any transaction or series of transactions
(including, without limitation, a tender offer, merger or consolidation) the
result of which is that any "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the Exchange Act), other than Messrs. Markowitz, Sharp,
Mirsky and Lazaro (and, in the case of Mr. Koegel's employment agreement, Mr.
Koegel) or certain related parties and any "person" or "group" solicited by any
of such persons or their related parties, (i) becomes the beneficial owner of
more than 50% of the total aggregate voting power of all classes of the voting
stock of the Company and/or warrants or options to acquire such voting stock,
calculated on a fully diluted basis, (ii) acquires all or substantially all of
the assets of the Company or (iii) enters into a contract with respect to any of
the foregoing, or (b) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Company's Board of Directors
cease for any reason to constitute a majority of the directors then in office,
unless such majority of the directors then in office has been elected or
nominated by Messrs. Markowitz, Sharp, Mirsky and Lazaro (and, in the case of
Mr. Koegel's
14
<PAGE>
employment agreement, Mr. Koegel) or certain related parties. In addition, as
used in the agreements, the term "Good Reason" means (i) a change in the status
or position of the employee which reflects a change from the status and
position(s) as were in effect immediately prior to a Change of Control, (ii) the
assignment to the employee of any duties or responsibilities which, in the
employee's reasonable judgment, are inconsistent with his status or position(s),
(iii) the removal of the employee from his current position or reduction in his
pay or requiring him to relocate or (iv) the removal of the employee, without
his consent, to any location outside of the New York/New Jersey metropolitan
area (or, in the case of Mr. Koegel, the St. Paul, Minnesota metropolitan area)
for a continuous period of more than 30 days.
STOCKHOLDER PROPOSALS
Shareholder proposals intended to be presented at the next annual
meeting of shareholders, to be held in 2001, must be received by the Company at
495 River Street, Paterson, New Jersey 07524, Attention: Secretary by December
30, 2000 to be included in the proxy statement and form of proxy relating to
that meeting.
AUDITORS
Representatives of J.H. Cohn LLP are expected to attend the Annual
Meeting and, while they are not expected to make a statement, they will have an
opportunity to do so if they desire. They will also be available to respond to
appropriate questions.
OTHER INFORMATION
The cost of soliciting proxies will be borne by the Company. Following
the original mailing of proxy soliciting material, regular employees of the
Company may solicit proxies by mail, telephone, telegraph and personal
interview. Arrangements have been made with brokerage houses and other
custodians, nominees and fiduciaries which are record holders of the Company's
stock to forward proxy soliciting material and annual reports to the beneficial
owners of such stock, and the Company will reimburse such record holders for
their reasonable expenses incurred in providing such services. As of the date of
this Proxy Statement, the Company has not retained the services of a proxy
solicitor to assist in the solicitation of proxies.
A copy of the Company's Annual Report for the fiscal year ended
December 31, 1999 is enclosed.
OTHER MATTERS
The Board of Directors is aware of no other matters that are to be
presented to shareholders for formal action at the Annual Meeting. If, however,
any other matters properly come before the Annual Meeting or any adjournment
thereof, it is the intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their judgment on such matters.
By Order of the Board of Directors,
Jorge Lazaro
Secretary
Dated: Paterson, New Jersey
April 28, 2000
<PAGE>
PROXY
SEL-LEB MARKETING, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF SEL-LEB MARKETING, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS--MAY 30, 2000
The undersigned hereby appoints HAROLD MARKOWITZ, JAN S. MIRSKY and JORGE
LAZARO, and each of them, as Proxies, each with full power of substitution and
resubstitution, to represent and to vote, as designated below, all shares of
Common Stock of Sel-Leb Marketing, Inc. (the "Company") which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders of the Company to be held at the Company's offices located at 495
River Street, Paterson, New Jersey at 10:00 a.m. (local time) on May 30, 2000,
and at any adjournment or postponement thereof.
<TABLE>
<S> <C> <C>
1. Election of Directors / / FOR all nominees listed below / / WITHHOLD APPROVAL
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
Harold Markowitz, Paul Sharp, Jan S. Mirsky, Jorge Lazaro, Jack
Koegel, Stanley R. Goodman, Edward C. Ross and L. Douglas Bailey
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below)
------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjuornment
or postponement thereof.
TO BE VALID, THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
If no direction is given, this proxy will be voted FOR the election of the
nominees set forth in Proposal No. 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
SET FORTH IN PROPOSAL NO. 1.
Please sign exactly as name
appears at left. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee
or guardian, please give your 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: ___________________________
__________________________________
(Signature)
__________________________________
(Signature)
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
