<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SERENGETI EYEWEAR, 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 (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:
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(4) Date Filed:
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<PAGE>
SERENGETI EYEWEAR, INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1997
------------------------
The Annual Meeting of Shareholders of Serengeti Eyewear, Inc., formerly
named Solar-Mates, Inc. (the "Company"), will be held at the Laurel Oak Country
Club, 2700 Gary Player Boulevard, Sarasota, Florida at 10:00 A.M. on Thursday,
May 29, 1997, for the following purposes:
1. To amend the Certificate of Incorporation and Bylaws of the Company
to (a) classify the Board of Directors into three classes, (b) fix the size
of the Board of Directors at a minimum of nine (9) and a maximum of fifteen
(15) directors, (c) provide that special meetings of the shareholders may be
called only by the President or the Board of Directors, and not by the
shareholders, (d) provide that shareholders intending to nominate candidates
for election must deliver written notice (setting forth certain information
concerning the shareholder and its nominee(s) to the Company not later than
ninety (90) days in advance of the meeting if the nominations relate to an
election at an annual meeting, or the close of business on the seventh day
following the date on which notice of any special meeting is first given to
shareholders if the nominations relate to an election at a special meeting
and (e) provide that the foregoing amendments to the Certificate of
Incorporation and Bylaws can be amended or repealed only with approval of
seventy-five percent (75%) of the outstanding common stock.
2. To elect (a) three directors for a one year term, (b) three
directors for a two year term and (c) four directors for a three year term,
if the amendment to the Certificate of Incorporation and By-Laws referred to
in proposal 1 above is approved, and, if not approved, to elect ten
directors of the Company to serve for a term of one year.
3. To ratify and approve the selection of independent auditors of the
Company to serve until the next annual meeting of shareholders.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record at the close of business on April 28, 1997 are
entitled to notice of, and to vote at, the meeting and any adjournment thereof.
By Order of the Board of Directors,
MILTON NEVITT
SECRETARY
May , 1997
ALL PERSONS TO WHOM THE ACCOMPANYING PROXY IS ADDRESSED ARE REQUESTED TO
DATE, EXECUTE AND RETURN IT PROMPTLY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE>
SERENGETI EYEWEAR, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 29, 1997
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Serengeti Eyewear, Inc., formerly named Solar-Mates, Inc.
(the "Company"), of proxies and voting instructions in the accompanying form for
use at the Annual Meeting of Shareholders to be held at the Laurel Oak Country
Club, 2700 Gary Player Boulevard, Sarasota, Florida at 10:00 A.M. on Thursday,
May 29, 1997, and at all adjournments thereof. The shares represented by proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. If no direction is indicated, the proxy will
be voted in favor of the proposals set forth in the notice attached to this
proxy statement. Any shareholder may revoke his proxy at any time prior to the
voting thereof by giving notice in writing to the Secretary of the Company, by
granting a proxy bearing a later date or by voting in person at the meeting.
The total number of shares of the Company's common stock, $.001 par value
("Common Stock"), outstanding as of April 28, 1997 was 2,384,000. The Common
Stock is the only class of securities of the Company entitled to vote, each
share being entitled to one non-cumulative vote. Only shareholders of record as
of the close of business on April 28, 1997 will be entitled to vote. A majority
of the shares of Common Stock outstanding and entitled to vote, or 1,192,001
shares, must be present at the meeting in person or by proxy in order to
constitute a quorum for the transaction of business. Abstentions and broker
nonvotes will be counted for purposes of determining the presence or absence of
a quorum for the transaction of business. Directors will be elected by a
plurality of the votes cast at the meeting. Approval of each other matter will
require the affirmative vote of a majority of the votes cast thereon, except
that with respect to the proposal to amend the Certificate of Incorporation, the
approval of a majority of the outstanding shares entitled to vote, or 1,192,001
shares, will be required. Abstentions will be counted in tabulations of the
votes cast on each of the proposals presented at the meeting, whereas broker
nonvotes will not be counted for purposes of determining whether a proposal has
been approved. "Broker nonvotes" are proxies received from brokers who, in the
absence of specific voting instructions from beneficial owners of shares held in
brokerage name, have declined to vote such shares in those instances where
discretionary voting by brokers is permitted.
The cost of soliciting these proxies will be borne by the Company. Proxies
may be solicited by directors, officers or employees of the Company in person or
by telephone.
The principal executive offices of the Company are at 8125 25th Court East,
Sarasota, Florida 34243. This proxy statement and the form of proxy are being
mailed to shareholders on or about May , 1997.
PROPOSED AMENDMENT TO CLASSIFY
THE BOARD OF DIRECTORS AND RELATED MATTERS
To enhance continuity and stability of the Board of Directors and the
policies formulated by the Board, the Board has unanimously approved and is
proposing amendments to the Certificate of Incorporation and Bylaws to provide
for classification of the Board of Directors and certain related matters (the
"Classified Board Amendments"). The proposed amendments to the Bylaws will
divide the Board of Directors into three classes, as nearly equal in number as
possible. After a transitional arrangement, directors will serve for three
years, with one class being elected each year. In addition, the proposed
amendments to the Certificate of Incorporation and Bylaws provide that: (1) the
size of the Board of Directors shall not be larger than fifteen nor smaller than
nine; (2) a special meeting of the shareholders may be called only by the
President or the Board of Directors, and not by the shareholders; (3) advance
notice of shareholder nominations for the election of directors at annual and
special shareholder meetings shall be given and certain information shall be
provided with respect to shareholder nominees; and (4) the shareholder vote
required to alter, amend or repeal the foregoing amendments is increased from a
majority vote of the shareholders to seventy-five percent (75%) of the
outstanding shares entitled to vote in the election of directors. As a
procedural matter, all of the foregoing proposed amendments will be
<PAGE>
effected through amendments to the Bylaws, except item (4) requiring a
super-majority vote to amend certain provisions of the Certificate of
Incorporation and the Bylaws, which requires amendments to the Certificate of
Incorporation.
BACKGROUND AND REASONS FOR THE PROPOSED AMENDMENTS
Prior to 1995, the Company primarily designed and marketed non-premium
(under $30) sunglasses targeted for distribution through the mass merchandise
market. In the latter part of 1995, with the proceeds of its initial public
offering completed in August 1995, the Company entered the premium sunglass
market with the launch of its new HOptix-Registered Trademark- sunglass line.
The Company sought to emphasize premium sales to reduce its dependence upon mass
merchandisers. Furthermore, management realized that premium sunglasses would
generate higher gross margins and offer significant growth potential. The
Company's $27.5 million acquisition in February 1997 of the Serengeti Eyewear
division of Corning Incorporated ("Corning") highlights management's effort to
make the Company a significant competitor in the premium sunglass business.
Management has adopted a growth-oriented business strategy which focuses upon
controlling, protecting and enhancing the Serengeti brand image. In the opinion
of the Board of Directors, the Classified Board Amendments are desirable to help
ensure stability and continuity in the management of the Company's business and
affairs to permit the Company to realize upon the business strategies put in
place by its current management. Although there have been no problems with
respect to stability or continuity of the Board of Directors in the past, the
Board believes that the longer time required to elect a majority of a classified
board will help to prevent the occurrence of such problems in the future.
The Board of Directors also believes that the Classified Board Amendments
are desirable to help discourage hostile attempts to take control of the
Company. Other than the existence of authorized but undesignated shares of
Preferred Stock which may be issued by the Board of Directors from time to time
without the approval of shareholders and with rights and privileges which may
adversely affect the voting power of the Common Stock, there are presently no
provisions in the Certificate of Incorporation or Bylaws which would commonly be
characterized as potential "anti-takeover" measures. The Board of Directors has
no present intention of proposing other anti-takeover measures in future
solicitations.
Existing federal and state laws provide some protection to shareholders in
connection with attempts to acquire control of a corporation. Federal securities
laws and regulations generally govern the disclosure required to be made to
shareholders in the process of a solicitation for proxies in a proxy contest as
well as in connection with business combinations. The Company is incorporated
under New York law, which contains certain "business combination" provisions
that limit stock acquisitions and business combinations involving corporations
incorporated in New York and any person who acquires 20% or more of a
corporation's voting shares, and "anti-greenmail" provisions, which restrict
such corporations from purchasing more than 10% of its stock from any single
shareholder, in either case unless the Board approves the transaction or certain
other requirements are met. Under New York law, shareholders are also given
certain voting rights and are entitled to certain notices of meetings.
Otherwise, the conduct of meetings is governed largely by provisions of the
Certificate of Incorporation and the Bylaws.
The Board believes that, while the foregoing disclosure and procedural
requirements may help defend against hostile takeover attempts, they may not
apply or be adequate in all cases. A third party that acquires a substantial
block of the Company's stock might desire to gain control of the Company or
attempt to realize a profit on its investment without purchasing the remainder
of the Company's stock through a tender offer or other means of acquisition.
Such a purchaser might attempt to force the Company to accept a merger or
restructuring, or offer to repurchase shares at a premium, or accept other
proposals by launching a proxy contest to unseat the Company's Board of
Directors. In many takeover attempts, following a substantial accumulation of
stock of the target company, the purchaser has sought representation on the
target company's board of directors in order to increase the likelihood that its
proposals will be implemented by the company.
2
<PAGE>
The Board believes that substantial inequities can result to remaining
shareholders of a company that has become the target of such tactics. The threat
of removal of the Company's Board in these situations could severely curtail its
ability to negotiate effectively with a potential purchaser. The Board would be
deprived of the time and information necessary to evaluate a takeover proposal,
to study alternative proposals and to help maximize the price obtained in any
transaction. Among other things, the Classified Board Amendments further reduce
this threat to the removal of the Company's Board of Directors by classifying
the Board so that only approximately one-third of its members are elected each
year. To provide additional protection, they also limit the circumstances in
which special shareholder meetings may be called, and impose certain notice
requirements on shareholder nominations of directors.
The Board of Directors believes that, to the extent a proxy contest is part
of a plan to acquire control of the Company, adoption of the Classified Board
Amendments will encourage the purchaser to negotiate directly with the Company.
Moreover, the Board believes that shareholders are more likely to be treated
fairly in a transaction negotiated by directors than in one accomplished without
the required approval of such directors. The Board also believes that it is in a
better position than individual shareholders of the Company to negotiate
effectively on behalf of all shareholders.
The proposed amendments are permitted by New York law and are consistent
with the rules of the NASDAQ National Market System on which the Company's
Common Stock is traded.
The Classified Board Amendments are not being recommended in response to any
specific effort of which the Company is aware to accumulate the Company's stock
or to obtain control of the Company or its Board of Directors by means of a
solicitation in opposition to management. Although the Board may review other
possible anti-takeover programs, the Board has no present intention of proposing
additional amendments to the Certificate of Incorporation or the Bylaws that
would affect the ability of a third party to change control of the Company.
Directors of the Company are presently elected by a plurality of the votes
cast in any election of directors, and holders of Common Stock are entitled to
cast one vote for each share of Common Stock held. New York law permits, but
does not require, a corporation to include in its Certificate of Incorporation a
provision for cumulative voting for the election of the corporation's Board of
Directors. The Company's Certificate of Incorporation does not provide for
cumulative voting.
The Board of Directors has carefully considered the potential adverse
effects of the proposed amendments and has concluded that such adverse effects
are substantially outweighed by the benefits the amendments would afford the
Company and its shareholders.
PROPOSED AMENDMENTS
The following description is qualified in its entirety by reference to the
full text of the proposed amendments included in Exhibits A and B attached
hereto.
CLASSIFICATION OF BOARD OF DIRECTORS. Under New York law, the Certificate
of Incorporation may provide that the directors be divided into two, three or
four classes, the terms of office of the directors initially classified to be as
follows: that of the first class to expire at the next annual meeting of
shareholders; the second class at the second succeeding annual meeting; the
third class, if any, at the third succeeding annual meeting; and the fourth
class, if any, at the fourth succeeding annual meeting. The Company's Bylaws now
provide for the election of all directors annually. The proposed amendment to
Section 2 of Article II of the Bylaws provides for the creation of three
separate classes of directors. The classes will be as nearly equal in number as
possible, with no class including less than three nor more than five directors.
Upon their initial election, the members of the first class of directors will
hold office for a term expiring at the next annual meeting of shareholders after
their election, the members of the second class will hold office for a term
expiring at the second annual meeting of shareholders after their election, and
the members of the third class will hold office for a term expiring at the third
annual meeting of
3
<PAGE>
shareholders after their election. At each annual meeting after 1997,
shareholders will elect the successors of directors whose terms expire at such
annual meeting, for terms expiring at the third annual meeting following their
election. The same procedure would be repeated in each year, with the result
that only approximately one-third of the whole Board of Directors would be
elected each year.
SIZE OF BOARD OF DIRECTORS. The Bylaws presently provide that the number of
directors shall be fixed from time to time by the majority vote of the entire
Board and the size of the Board is currently fixed at five. Under New York law
the number of directors may not be less than three and may be fixed by the
Bylaws, or by action of the shareholders or the Board pursuant to the Bylaws.
The proposed amendments provide that the number of directors may be increased to
a maximum of fifteen or decreased to a minimum of nine by vote of a majority of
the entire Board of Directors. Any newly created directorships or any decrease
in directorships must be so apportioned among the classes as to make all classes
as nearly equal in number as possible. If the number of directors is increased
by the Board and any newly created directorships are filled by the Board,
additional directors in each class will serve until the next annual meeting of
shareholders and thereafter until their successors shall be elected and shall
qualify, which election shall be conducted in accordance with the provisions
applicable to the election of the initial classified board.
SPECIAL SHAREHOLDER MEETINGS. Under the Company's current Bylaws, special
meetings of the shareholders may be called by the President, the Board of
Directors or shareholders owning no less than ten percent (10%) of the
outstanding shares entitled to vote at the meeting. The proposed amendment to
the Bylaws would limit the calling of special shareholder meetings to the
President or the Board of Directors only, and would eliminate the calling of a
special shareholder meeting by one or more shareholders. The proposed amendment
would prevent persons acquiring a majority of the outstanding shares from
calling a special meeting for the purpose of removing directors or making other
proposals that could disrupt the continuity and stability of the Board and the
policies of the Board.
NOMINATIONS OF DIRECTOR CANDIDATES. The proposed amendments also set forth
a procedure for shareholder nominations for the election of directors.
Shareholders intending to nominate candidates for election must deliver written
notice to the Secretary of the Company not later than (i) ninety (90) days in
advance of the meeting if the nomination relates to an election at an annual
meeting, or (ii) the close of business on the seventh day following the date on
which notice of any special meeting is first given to shareholders if the
nomination relates to an election at a special meeting. The amendments further
provide that the notice shall set forth certain information concerning the
shareholder and its nominee(s), including names and addresses, a representation
that the shareholder is entitled to vote at the meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice, a description of all arrangements or understandings between the
shareholder and each nominee, such other information as would be required to be
included in a proxy statement soliciting proxies for the election of the
nominee(s) of the shareholder and the consent of each nominee to serve as a
director of the Company if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
The advance notice requirements afford the Board of Directors the
opportunity to consider the qualifications of proposed nominees and, to the
extent deemed appropriate, inform shareholders about its position on such
matters. Although the proposed amendments do not give the Board any power to
approve or disapprove of shareholder nominations for election of directors, it
may have the effect of precluding such matters if the proposed procedures are
not followed and may discourage such shareholder action, without regard to
whether this might be harmful or beneficial to the Company and its shareholders.
Increased Shareholder Vote for Alteration, Amendment or Repeal of Proposed
Amendments. New York law provides that the Certificate of Incorporation of a
corporation may contain provisions specifying a higher proportion of votes of
the holders of shares that shall be necessary at any meeting of shareholders for
the transaction of any business or any specified item of business, including
amendments to the
4
<PAGE>
Certificate of Incorporation and the Bylaws, than the proportion prescribed by
New York law in the absence of such provision (generally a majority of the
voting power of the stock represented at a meeting at which a quorum is in
attendance). Under New York law, an amendment to the Certificate of
Incorporation generally requires authorization by a vote of the Board and
approval by a vote of the holders of a majority of all outstanding shares
entitled to vote thereon. Under New York law and the current Bylaws, an
amendment to the Bylaws generally requires authorization by a vote of the Board
or a vote of the shareholders.
The proposed amendment to the Certificate of Incorporation would provide
that the foregoing amendments to the Bylaws and the Certificate of Incorporation
could be amended or repealed only with approval of the holders of at least
seventy-five (75%) of the outstanding shares. The requirement of an increased
shareholder vote is designed to prevent a shareholder with a simple majority of
the voting power of the Common Stock from avoiding the requirements of the
proposed amendments by simply repealing them. It will also have the effect of
giving the holders of twenty-five (25%) or more of the Company's outstanding
shares a veto power over any changes in the proposed amendments, even if these
changes are favored by a majority of shareholders or the Board. Because
directors and executive officers as a group beneficially own approximately 60%
of the outstanding shares of Common Stock (without giving effect to any
conversion of presently outstanding Preferred Stock), they would be in a
position to block any amendment, even if the amendment would be desired by or
beneficial to shareholders holding a majority of the Company's outstanding
Common Stock. This could assist management in retaining their present positions.
In this regard, it should be noted that in the only two shareholders meetings
held since the Company's initial public offering in August 1995 approximately
89% and 97%, respectively, of the outstanding shares were represented at such
meetings.
VOTE REQUIRED FOR ADOPTION OF THE AMENDMENTS
Under New York law, the affirmative vote of the holders of a majority of the
Common Stock of the Company entitled to vote at the annual meeting of
shareholders is required to adopt the Classified Board Amendments.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE CLASSIFIED
BOARD AMENDMENTS.
5
<PAGE>
ELECTION OF DIRECTORS
At the annual meeting of shareholders, ten directors, constituting the
entire Board of Directors, are to be elected. If Proposal 1 is adopted, ten
directors will be elected for the terms set forth below. If Proposal 1 is not
adopted, ten directors will be elected to hold office until the next annual
meeting of shareholders or until their successors are duly elected and
qualified. In either case, directors will be elected by a plurality of the
shares present and voting at the meeting. At the meeting, the persons named in
the enclosed form of proxy will vote the shares covered thereby for the election
of the nominees named below to the Board of Directors of the Company unless
instructed to the contrary. Of the nominees, Stephen Nevitt, Milton Nevitt,
Michael J. Guccione, David B. Newman and William Keener currently serve as
directors of the Company.
The nominees, their ages, the years in which they began serving as
directors, and business experience are set forth below:
DIRECTORS TO BE ELECTED TO SERVE UNTIL THE 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AGE EXPERIENCE DURING THE PAST FIVE YEARS
- ----------------------------------- --- ----------------------------------------------------------------------
<S> <C> <C>
Lloyd J. Fuller.................... 51 Lloyd Fuller became Vice President-Worldwide Sales Manager/ Premium
Division of the Company in February 1997. From 1992 until joining the
Company, Mr. Fuller was a sales manager for the Serengeti Eyewear
division of Corning, which was acquired by the Company in February
1997. He was responsible for North America sales until December 1995,
when he became responsible for Latin America and Asia Pacific sales as
well. During the 29 years prior to joining the Serengeti Eyewear
division, Mr. Fuller was a sales and merchandising manager for
Corning's Consumer Products Company.
Lucia Almquist..................... 43 Lucia Almquist became Vice President-Corporate Development of the
Company in January 1997. From 1991 through 1997, Ms. Almquist served
as Vice President -Licensing and Merchandising for the Bon Jour Group,
Ltd., a designer and manufacturer of various fashion products.
Edward Borix....................... 47 Edward Borix became Vice President of Operations, Worldwide of the
Company in March 1997. From January 1995 until joining the Company,
Mr. Borix was a Vice President of Fidelity Investments, an investment
company. From 1979 to 1995, he was a general manager and director of
distribution for various manufacturing plants of Bausch & Lomb, Inc.,
a manufacturer of diverse eyeglass, eyewear and other optical
products.
</TABLE>
6
<PAGE>
DIRECTORS TO BE ELECTED TO SERVE UNTIL THE 1999 ANNUAL MEETING
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME OF NOMINEE AGE EXPERIENCE DURING THE PAST FIVE YEARS
- ----------------------------------- --- ----------------------------------------------------------------------
<S> <C> <C>
William Keener..................... 52 William Keener has served as an Executive Vice President and Chief
Credit Officer of SouthTrust Bank of the Suncoast, a commercial bank,
since May 1994. From March 1990 to May 1994, Mr. Keener served as a
Senior Vice President and Group President for Commercial Lending and
commercial Real Estate for Sunbank, N.A., a commercial bank. Mr.
Keener was appointed to the Board of Directors in July 1996 to fill a
vacancy created by the removal of a director.
Neil Winter........................ 45 Neil Winter became the Chief Financial Officer of the Company in
January 1997. From 1985 until joining the Company, Mr. Winter was a
principal of Winter, Scheifley & Associates, P.C., a firm of certified
public accountants principally engaged in the auditing of financial
statements for companies required to file reports with the Securities
and Exchange Commission. Such firm served as the Company's independent
auditors from January 1994 to December 1996. The Company's 1996
financial statements have been audited by Bartnick, P.A., an unrelated
firm of certified public accountants.
Michael Burke...................... 48 Michael Burke became Vice President-Marketing of the Company in
January 1997. From January 1995 until joining the Company, Mr. Burke
served as a marketing consultant to the Company. From November 1992
through June 1994, he was Vice President and general manager of the
sunglass division of Smith Sport Optics, a sunglass distributor. From
June 1985 until November 1992, Mr. Burke served as Vice
President-Marketing of Bausch & Lomb, Inc.'s Ray-Ban sunglasses
division.
</TABLE>
DIRECTORS TO BE ELECTED TO SERVE UNTIL THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME OF NOMINEE AGE EXPERIENCE DURING THE PAST FIVE YEARS
- ----------------------------------- --- ----------------------------------------------------------------------
<S> <C> <C>
Stephen Nevitt..................... 49 Stephen Nevitt became the President of the Company in 1993. Prior to
such time, he served as Vice President and a director of the Company
since its founding in 1976 by his father, Milton Nevitt. As Vice
President, he was involved in all phases of operations including
management and sales. As President, he has been given primary
responsibility for management and sales and has also been responsible
for design and development of the Company's products as well as
product procurement. Mr. Nevitt is primarily responsible for the
Company's account with Wal-Mart.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME OF NOMINEE AGE EXPERIENCE DURING THE PAST FIVE YEARS
- ----------------------------------- --- ----------------------------------------------------------------------
<S> <C> <C>
Milton Nevitt...................... 76 Milton Nevitt founded the Company in 1976 and served as its President
and a director until 1993, and has since served the Company as a Vice
President and a director. As President, Mr. Nevitt was primarily
responsible for sales and administration. As Vice President, Mr.
Nevitt focuses on sales and also oversees the account responsibilities
of the Company's independent sales representatives and coordinates the
Company's overall sales with the Company's National Sales Manager. Mr.
Nevitt's career in the sunglass industry began in 1950 as a
manufacturer's representative for Rayex Corporation, a major domestic
supplier of popular priced sunglasses. Mr. Nevitt worked in that
capacity until Rayex ceased its business operations in 1976. Mr.
Nevitt founded the Company shortly thereafter.
David B. Newman.................... 42 David B. Newman, a director of the Company since December 1994, has
for over the last eight years been a partner of the law firm Cooperman
Levitt Winikoff Lester & Newman, P.C., which has acted as outside
counsel to the Company since 1987.
Michael J. Guccione................ 49 Michael J. Guccione became a Vice President and director of the
Company in December 1994. Since joining the Company in 1992, Mr.
Guccione's primary responsibilities have been marketing and product
development of the Company's H Optix-Registered Trademark- and other
product lines. Mr. Guccione became 2 employed by Wal-Mart Stores, Inc.
("Wal-Mart") in 1976 and started and headed its fine jewelry division.
Mr. Guccione was also in charge of the development of the sunglass
business at Wal-Mart and travelled extensively throughout the Far East
and Pacific Rim for the purpose of developing resources for the
purchase of sunglasses. After leaving Wal-Mart in 1990, Mr. Guccione
independently ran a management consulting firm until joining the
Company.
</TABLE>
The Board of Directors of the Company has an Audit Committee and a Stock
Option Committee. The Board of Directors has no nominating or compensation
committee; nominees for election as directors of the Company are selected by the
Board of Directors. During 1996, there were no meetings of the Audit Committee
and three meetings of the Stock Option Committee. The Stock Option Committee
also took action once by unanimous written consent. All of the Stock Option
Committee members attended each of the Committee meetings.
The Audit Committee was created in August 1996 in connection with the
Company's listing on the Nasdaq National Market. The Audit Committee consists of
three directors, two of whom are independent directors. The current members of
the Audit Committee are William Keener, David B. Newman and Stephen Nevitt. Its
functions are to (i) recommend the appointment of independent accountants, (ii)
review the arrangements for and scope of the audit by independent accountants,
(iii) review the independence of the independent accountants, (iv) consider the
adequacy of the system of internal accounting controls and review any proposed
corrective actions, (v) review and monitor the Company's policies regarding
business ethics and conflicts of interest, (vi) discuss with management and the
independent accountants the Company's draft annual financial statements and key
accounting and reporting matters, and (vii) review the activities and
recommendations of the Company's accounting department.
8
<PAGE>
The Stock Option Committee is presently comprised of two non-employee
directors, William Keener and David B. Newman. The Stock Option Committee
administers the Company's 1995 Stock Option Plan (the "Plan") and determines,
among other things, the time or times at which options will be granted, the
recipients of grants, whether a grant will consist of incentive stock options,
nonqualified stock options and stock appreciation rights (in tandem with an
option or free-standing) or a combination thereof, the option periods, the
limitations on option exercise and the number of shares to be subject to such
options, taking into account the nature and value of services rendered and
contributions made by the recipient to the success of the Company. The Stock
Option Committee also has authority to interpret the Plan and, subject to
certain limitations, to amend provisions of the Plan as it deems advisable.
During 1996, the Board of Directors of the Company held six meetings and
took action once by unanimous written consent. All of the directors attended at
least 75% of the meetings of the Board.
IDENTIFICATION OF EXECUTIVE OFFICERS
There are no executive officers of the Company in addition to those listed
in the preceding paragraphs as nominees for election as Directors.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 1, 1997 with
respect to the beneficial ownership of the outstanding shares of Common Stock by
(i) any shareholder known by the Company to beneficially own more than five
percent of such outstanding shares, (ii) the Company's directors and executive
officers and (iii) the directors and executive officers of the Company as a
group. Except as otherwise indicated, the address of each beneficial owner of
five percent or more of such Common Stock is the same as the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT BENEFICIALLY OWNERSHIP
OWNER OWNED(1) PERCENTAGE(1)
- ---------------------------------------------------------------------- --------------------- --------------
<S> <C> <C>
Nevitt Family Trust(2)................................................ 506,103 21.2%
Milton Nevitt......................................................... 278,781 11.7%
Stephen Nevitt........................................................ 10,749,409(3)(4)(5) 86.9%
Michael J. Guccione................................................... 166,817(5)(6) 6.9%
David B. Newman....................................................... 544,116(3)(5)(7) 23.5%
c/o Cooperman Levitt Winikoff
Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
William Keener........................................................ 750 *
Neil Winter........................................................... 2,000 *
Michael Burke......................................................... 2,000 *
Lloyd J. Fuller....................................................... -- --
Lucia Almquist........................................................ -- --
Edward Borix.......................................................... 3,000 --
John R. Clarke........................................................ 200,000(8) 7.7%
1725 Lazy River Lane
Dunwoody, Georgia 30350
RBB Bank Aktiengesellschaft........................................... 9,325,000(9) 79.7%
Burging 16
8010 Graz
Austria
Directors and executive officers as a group (10 persons).............. 11,240,770 90.7%
</TABLE>
- ------------------------
* Less than 1%.
(1) Computation based on the term beneficial ownership as used in the
regulations of the Securities and Exchange Commission which, for purposes of
the computation of ownership by the named holder, deems outstanding shares
of Common Stock issuable upon exercise of options and convertible securities
exercisable or convertible on the date, and within sixty (60) days following
the date, of determination of beneficial ownership. As of May 1, 1997,
2,384,000 shares of Common Stock were actually issued and outstanding.
(2) The indicated trust (the "Trust") was created pursuant to a Trust Agreement,
dated as of September 11, 1992, between Milton Nevitt, as grantor, and
Stephen Nevitt and David B. Newman, as trustees. Such trustees have the sole
power to vote the shares held by the Trust. The children of Milton Nevitt,
including Stephen Nevitt, are the beneficiaries under the Trust.
(3) Includes 506,103 shares held by the Trust, for which such beneficial owner
acts as trustee.
(4) Includes 613,948 shares issuable upon exercise of options granted pursuant
to the Company's 1995 Stock Option Plan (the "Plan"), 579,935 of which are
exercisable at $2.94 per share and 34,013 of which are exercisable at $3.24
per share. Stephen Nevitt, pursuant to exercise of a power granted in
10
<PAGE>
the subscription agreement covering the issuance of the Company's Preferred
Stock (as described in Footnote (9) below), has the power to direct the
voting of shares of Common Stock issuable upon conversion thereof for the
election of a majority of the directors of the Company through October 2000.
Accordingly, the table includes 9,375,000 shares of Common Stock issuable
upon conversion of the Preferred Stock referred to in Footnote (9) below.
(5) Does not include those shares issuable upon the exercise of options granted
pursuant to the Plan which are not exercisable within 60 days.
(6) Includes 34,013 shares issuable upon exercise of options granted pursuant to
the Plan which are exercisable at $2.94 per share.
(7) Includes 34,013 shares issuable upon exercise of options granted pursuant to
the Plan which are exercisable at $3.24 per share.
(8) Represents shares issuable upon exercise of the Series D Warrant which
entitles the holder to purchase such number of shares at an exercise price
of $5.50 per share at any time prior to September 30, 2001.
(9) RBB Bank Aktiengesellschaft ("RBB") is the registered owner of all 7,500
shares of Series A 6.5% Convertible Preferred Stock ("Series A Stock"),
7,500 shares of Series B 6% Convertible Preferred Stock ("Series B Stock")
and 7,500 shares of Series C 6% Convertible Preferred Stock ("Series C
Stock"; together with the Series A Stock and the Series B Stock, the
"Preferred Stock") of the Company. The Preferred Stock and the Series B
Stock are convertible into shares of Common Stock of the Company at a price
determined by dividing the stated value of the series ($7,500,000 for each)
by a price equal to the lower of (i) $5.50 in the case of the Series A
Stock, $6.75 in the case of the Series B Stock and $8.25 in the case of the
Series C Stock, and (ii) 80% of the average market price (as defined) for
the ten (10) consecutive trading days ending three (3) days prior to the
notice of conversion. The Series C Stock is not convertible until July 1,
1997. As of May 1, 1997, the average market price was approximately $3.00
and, assuming notice of conversion being given on such date for all
outstanding shares of Preferred Stock, RBB would have owned 9,375,000 shares
of Common Stock on such date. The above computation of beneficial ownership
excludes shares of Common Stock issuable upon exercise of the Series A
Warrant, the Series B Warrant and the Series C Warrant of the Company issued
to RBB, respectively, at the time of the issue of the Series A Stock, the
Series B Stock and the Series C Stock. The Series A Warrant of the Company
(the "Series A Warrant") entitles RBB to purchase up to an aggregate of
150,000 shares of Common Stock at an exercise price of $5.5625 per share.
The Series A Warrant is exercisable at any time commencing January 1, 1999
and on or prior to December 31, 2002. The Series B Warrant of the Company
(the "Series B Warrant") and the Series C Warrant of the Company (the
"Series C Warrant") each entitles RBB to purchase up to an aggregate of
300,000 shares of Common Sock at a per share exercise price of (i) $7.50
with respect to the Series B Warrant and (ii) $10.00 with respect to the
Series C Warrant. Each of the Series B Warrant and the Series C Warrant is
exercisable at any time commencing January 1, 1999 and on or prior to
December 31, 2002.
11
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation for services rendered to the
Company paid in 1994, 1995 and 1996 to the Chief Executive Officer and the
Company's other executive officer who received total annual salary and bonus in
excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
LONG TERM COMPENSATION
-------------------- SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) OPTIONS(#)
- ---------------------------------------------------------------------- --------- --------- -----------------------
<S> <C> <C> <C>
Stephen Nevitt........................................................ 1996 166,730 750,000
President (CEO) 1995 143,702
1994 125,000
Michael J. Guccione................................................... 1996 132,212 75,000
Vice President 1995 108,135
</TABLE>
Set forth below is information with respect to grants of stock options
during the year ended December 31, 1996 to the named executive officers in the
Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS
UNDERLYING OPTIONS GRANTED TO EMPLOYEES
NAME GRANTED(#) IN FISCAL YEAR EXERCISE OR BASE PRICE ($/SH) EXPIRATION DATE
- ------------------------ ------------------- ----------------------- ----------------------------- ---------------
<S> <C> <C> <C> <C>
Stephen Nevitt.......... 600,000 70.2% 8.32 10/30/06
22,848 2.7 4.72 5/16/06
127,152 14.9 5.20 5/16/01
Michael J. Guccione..... 75,000 8.8 4.72 5/16/06
</TABLE>
Set forth below is further information with respect to options to purchase
the Company's Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS
END(#) AT FISCAL YEAR END($)
-------------------------- --------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- ----------- -------------
Stephen Nevitt............................................ 644,040 105,960 106,754 230,463
Michael J. Guccione....................................... 21,192 53,808 56,265 142,860
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has employment agreements with each of Stephen Nevitt, the
Company's President and chief executive officer, and Michael J. Guccione, a Vice
President of the Company, each of which expire on December 31, 1997. Mr.
Nevitt's employment agreement provides for an annual base salary of $150,000,
and Mr. Guccione's agreement provides for an annual base salary of $125,000.
Each of the employment agreements provides for annual increases in base salary
of 4% and annual incentive compensation based upon the financial performance of
the Company. Under the employment agreements, as additional annual incentive
compensation, Mr. Nevitt will be entitled to receive up to 50% and Mr. Guccione
will be entitled
12
<PAGE>
to receive up to 25% of any bonus pool adopted by the Board of Directors for key
personnel of the Company. The amount of such bonus pool may be up to 10% of the
Company's pre-tax profit for the relevant year, but only 5% of such pre-tax
profit for 1995. The Board of Directors did not adopt a bonus pool in 1995 or
1996. The incentive compensation will be earned if either of the following
performance targets are achieved: (i) the Company's earnings per share is at
least $0.30 for the relevant year, or (ii) the average closing bid price of the
Common Stock for the relevant year equals or exceeds a target of $8.75 per
share. Utilizing the earnings per share component, all unearned prior incentive
compensation will be deemed earned upon the Company achieving an earnings per
share which is cumulative for each of the prior periods. In addition, if the
Common Stock target price component is achieved for any year, all unearned prior
incentive compensation will be deemed earned. Although the employment agreements
will expire on December 31, 1997, the recapture provisions for unearned
incentive compensation during the term will continue through the year 2001.
Each of the employment agreements contains a covenant by the employee not to
compete with the Company until the expiration of a one year period after the
expiration or termination of the agreement.
L. Phillips Reames, a non-employee director of the Company in 1996, received
a fee of $1,000 in connection with each Board meeting attended. No other
directors were compensated for their services as such.
CERTAIN TRANSACTIONS
PRIOR TO THE SERENGETI ACQUISITION
On November 1, 1991, Joseph Feldman, the brother-in-law of Milton Nevitt, a
Vice President of the Company, made a loan in the principal amount of $880,522
to the Company. The loan was to become due in April 1995 with interest at the
rate of 9% per annum. On December 30, 1994, Mr. Feldman converted a portion of
such loan in the principal amount of $510,000 into equity of the Company in
exchange for the issuance by the Company of 99,724 shares of Common Stock. The
then remaining outstanding principal amount of the loan ($370,522) became
payable, with interest of 9% per annum, over a three-year period ending January
31, 1998, with monthly payments of interest in the amount of $2,779 during the
first year and monthly payments of principal and interest in the amount of
$16,927 during the remaining two years.
Between January and October 1993, Milton Nevitt loaned an aggregate amount
of $281,450 to the Company. The loans were to become due in April 1995 with
interest at the rate of 9% per annum. On December 30, 1994, the remaining
principal balance of such loans, in the amount of $270,128, was contributed by
Mr. Nevitt to the capital of the Company without the issuance of any additional
shares of capital stock. During November 1993, Milton Nevitt loaned an
additional amount of $285,000 to the Company. The remaining balance of such loan
at December 31, 1996 in the amount of $79,856 is payable upon demand.
The Company's former credit facility (which was repaid on February 13, 1997)
was guaranteed, jointly and severally, by each of Stephen and Milton Nevitt and
their wives, by Michael Guccione, and by the Nevitt Family Trust.
See "Executive Compensation--Employment Agreements" for a discussion of the
employment agreements which the Company has with each of Stephen Nevitt and
Michael Guccione.
TO FINANCE THE SERENGETI ACQUISITION
On October 4, 1996, the Company issued 7,500 shares of its Series A 6.5%
Convertible Preferred Stock, $.001 par value (the "Series A Shares"), to RBB, a
banking institution whose principal offices are located in Austria, in a private
offshore offering pursuant to Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"). RBB purchased the Series A Shares for a purchase
price equal to their aggregate stated value of $7.5 million as set forth in a
Regulation S Offshore Subscription Agreement
13
<PAGE>
dated September 29, 1996, which also contemplated the purchase of the Series B
Shares and Series C Shares referred to below. The purpose of such investment was
to fund, in part, the acquisition (the "Serengeti Acquisition") by the Company
of certain of the assets of the Serengeti Eyewear division ("Serengeti") of
Corning Incorporated used in the design, manufacture and distribution of
Serengeti brand sunglasses.
Pursuant to an Agreement of Purchase and Sale, dated as of October 29, 1996,
between the Company and Corning Incorporated, the Company agreed to purchase the
Serengeti assets for a purchase price of $27.5 million, which was effected on
February 13, 1997. RBB purchased, concurrently with the closing of the Serengeti
Acquisition, 7,500 shares of the Company's Series B 6% Convertible Preferred
Stock, $.001 par value (the "Series B Shares"), and 7,500 shares of the
Company's Series C 6% Convertible Preferred Stock, $.001 par value (the "Series
C Shares"; together with the Series A Shares and the Series B Shares, the
"Preferred Shares"), for a purchase price equal to their aggregate stated value
of $15.0 million. The proceeds to the Company from the sale of the Preferred
Shares were approximately $20.9 million (net of commissions and the expenses of
such sale). The Company applied such net proceeds to the Serengeti Acquisition
purchase price. The Company financed the remainder of such purchase price and
related costs and expenses with borrowings under its new Revolving Line of
Credit and Term Loan Agreement dated as of February 13, 1997 with SunTrust Bank,
Central Florida, National Association as lead lender and agent, and with
Creditanstalt Bankverin.
Concurrently with the issuance of the Series A Shares, the Company also
issued to RBB a Series A Warrant of the Company (the "Series A Warrant") to
purchase up to an aggregate of 150,000 shares of Common Stock at an exercise
price of $5.5625 per share. The Series A Warrant is exercisable at any time
commencing January 1, 1999 and on or prior to December 31, 2002. In addition,
the Company issued to RBB, concurrently with the issuance of the Series B Shares
and the Series C Shares, a Series B Warrant of the Company (the "Series B
Warrant") and a Series C Warrant of the Company (the "Series C Warrant"), each
of which entitles RBB to purchase up to an aggregate of 300,000 shares of Common
Stock at a per share exercise price of (i) $7.50 with respect to the Series B
Warrant, and (ii) $10.00 with respect to the Series C Warrant. Each of the
Series B Warrant and the Series C Warrant is exercisable at any time commencing
January 1, 1999 and on or prior to December 31, 2002.
The Company has also issued, as part of the commission payable to a third
party in connection with the sale of the Series A Shares, a Series D Warrant of
the Company (the "Series D Warrant") to purchase up to an aggregate of 200,000
shares of Common Stock at an exercise price of $5.50 per share. The Series D
Warrant is immediately exercisable and expires on or prior to September 30,
2001.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Bartnick, P.A. as its independent
auditors for 1997. Although stockholder ratification of the Board of Directors'
action in this respect is not required, the Board of Directors considers it
desirable for shareholders to pass upon such appointment. If the shareholders do
not ratify the appointment of Bartnick, P.A., the engagement of independent
auditors will be reevaluated by the Board of Directors.
A representative of Bartnick, P.A. is expected to attend the meeting and
will be available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF BARTNICK, P.A.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own beneficially more than 10% of the Common
Stock to file reports of ownership and changes in ownership of such Common Stock
with the Securities and Exchange Commission, and to file copies of such reports
with the Company. Based solely upon a review of the copies of such reports filed
14
<PAGE>
with the Company, the Company believes that, other than the late filing in April
1997 of a Form 3 by William Keener relating to his becoming a director in August
1996, during 1996 such reporting persons complied with the filing requirements
of said Section 16(a).
ANNUAL REPORT
The Company's 1996 Annual Report, which includes the Company's Annual Report
to the Securities and Exchange Commission (Form 10-KSB), is being mailed to
shareholders together with this proxy statement. No part of such Annual Report
shall be regarded as proxy-soliciting material or as a communication by means of
which any solicitation is being or is to be made.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
meeting. However, if other matters should come before the meeting, it is the
intention of each person named in the proxy to vote such proxy in accordance
with his judgment on such matters. 1998 SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matters appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. In order for shareholder proposals for the 1998 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's proxy statement, they
must be received by the Secretary of the Company at the Company's principal
executive offices not later than December 24, 1997.
By Order of the Board of Directors,
MILTON NEVITT
SECRETARY
May , 1997
15
<PAGE>
EXHIBIT A
PROPOSED AMENDMENTS TO THE BYLAWS TO
ESTABLISH A CLASSIFIED BOARD OF DIRECTORS
AND MAKE CERTAIN RELATED AMENDMENTS
Section 2 of Article I of the Bylaws is amended to provide as follows:
Section 2 Special Meetings. Special meetings of the shareholders may be
called by the President, and shall be called by the Secretary at the request in
writing of a majority of the Board of Directors. Such meeting shall be held at
such time and place (within or without the State of New York) as may be fixed in
the call and stated in the notice of meeting. Any such written request shall
state the purpose or purposes of the proposed meeting. At any special meeting,
only such business may be transacted which is related to the purpose or purposes
set forth in the notice of such special meeting.
Section 11 is added to Article I of the Bylaws to provide as follows:
SECTION 11 NOTIFICATION OF NOMINEES. Nominations for the election of
directors may be made by the Board of Directors or by any shareholder entitled
to vote for the election of directors. Any shareholder entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the Corporation not later than (i) with
respect to an election to be held at an annual meeting of shareholders, 90 days
in advance of such meeting, and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such notice shall set forth: (a) the name
and address of the shareholder who intends to make the nomination and of the
person or persons to be nominated, (b) a representation that such shareholder is
a holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, (c) a description of all arrangements
or understandings between such shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such shareholder, (d) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors, and (e) the consent of each nominee
to serve as a director of the Corporation if elected. The chairman of a
shareholders meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
Section 1 of Article II of the Bylaws is amended to provide as follows:
SECTION 1 NUMBER AND QUALIFICATIONS OF DIRECTORS. The number of
directors shall be fixed from time to time by the majority of the entire Board
of Directors, but in no event shall be less than nine (9) or greater than
fifteen (15) directors. No decrease in the number of directors shall shorten the
term of any incumbent director. Any newly created directorships or any decrease
in directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. If the number of directors is
increased by the Board and any newly created directorships are filled by the
Board, additional directors in each class will serve until the next annual
meeting of shareholders and thereafter until their successors shall be elected
and shall qualify, which election shall be conducted in accordance with the
provisions of these Bylaws applicable to the election of the initial classified
board. Directors need not be shareholders of the Corporation. Each of the
directors shall be at least eighteen (18) years of age.
<PAGE>
Section 2 of Article II of the Bylaws is amended to provide as follows:
SECTION 2 ELECTION AND TERM OF OFFICE. Directors shall be elected at
each annual meeting of the shareholders, or, if no such election shall be held,
at a meeting called and held in accordance with the statutes of the State of New
York. Each director shall be elected to hold office until the expiration of the
term for which he is elected, and thereafter until a successor shall be elected
and shall qualify. The directors shall be divided, with respect to the terms for
which they severally hold office, into three classes, hereby designated as Class
I, Class II and Class III. Each class shall have at least three and no more than
five directors and the three classes shall be as nearly equal in number as
possible. The initial terms of office of the Class I, Class II and Class III
directors, elected at the 1997 annual meeting of shareholders, shall expire at
the next succeeding annual meeting of shareholders, the second succeeding annual
meeting of shareholders and the third succeeding annual meeting of shareholders,
respectively. At each annual meeting of shareholders after 1997, the successors
of the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders to be held
in the third year following the year of their election.
Article IX of the Bylaws is amended to provide as follows:
Except as otherwise provided by these Bylaws and the Certificate of
Incorporation, the Bylaws of the Corporation may be amended, repealed or adopted
by vote of the holders of record of the shares at the time entitled to vote in
the election of any directors or by a majority of the entire Board of Directors,
but any bylaw adopted by the Board of Directors may be amended or repealed by
the shareholders entitled to vote thereon as herein provided; provided that
Sections 2 and 11 of Article I, Sections 1 and 2 of Article II and Article IX of
the Bylaws shall not be altered, amended or repealed and no provision
inconsistent therewith shall be adopted without the affirmative vote of the
holders of at least seventy-five (75%) of the outstanding shares entitled to
vote in the election of directors, voting together as a single class.
<PAGE>
EXHIBIT B
PROPOSED CONFORMING AMENDMENTS TO
THE CERTIFICATE OF INCORPORATION
IN CONNECTION WITH
CLASSIFICATION OF THE BOARD OF DIRECTORS
Article EIGHTH of the Certificate of Incorporation is amended to provide as
follows:
In furtherance of, and not to limit the powers conferred by the
Business Corporation Law of the State of New York, the Board of Directors
of the Corporation shall have the power to adopt, amend and repeal the
Bylaws of the Corporation; provided that notwithstanding the foregoing
and anything contained in this Certificate of Incorporation to the
contrary, Sections 2 and 11 of Article I and Sections 1 and 2 of Article
II and Article IX of the Bylaws shall not be altered, amended or repealed
and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least seventy-five percent (75%) of
the outstanding shares entitled to vote in the election of directors,
voting together as a single class.
The following is adopted as new Article ELEVENTH of the Certificate of
Incorporation:
ELEVENTH. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at
least seventy-five percent (75%) of the outstanding shares entitled to
vote in the election of directors, voting together as a single class,
shall be required to alter, amend or repeal Article EIGHTH or this
Article ELEVENTH of this Certificate of Incorporation.
<PAGE>
SERENGETI EYEWEAR, INC.
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stephen Nevitt and Milton Nevitt as proxies,
each with the power of substitution, and hereby authorizes them to vote all
shares of Common Stock of the undersigned at the 1997 Annual Meeting of
Shareholders of the Company, to be held at the Laurel Oak Country Club, 2700
Gary Player Boulevard, Sarasota, Florida at 10:00 A.M. on Thursday, May 29,
1997, and at any adjournments or postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF DIRECTORS AND "FOR" THE PROPOSALS SET FORTH ON
THE REVERSE SIDE.
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
<TABLE>
<S> <C> <C> <C> <C>
1. Approval of Amendment to the Company's Certificate of Incorporation and Bylaws to (a) FOR AGAINST ABSTAIN
classify the Board of Directors into three classes, (b) fix the size of the Board of / / / / / /
Directors at a minimum of nine and a maximum of fifteen directors, (c) provide that
special meetings of shareholders may be called only by the President or the Board of
Directors, and not by the shareholders, (d) provide for advance notice of shareholder
nominations for the election of directors which includes certain information
concerning the proposed nominee(s), and (e) provide that the foregoing provisions can
be amended or repealed only with the approval of 75% of the outstanding common stock.
</TABLE>
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
2. Election of Directors.
Nominees: (3 Classes, if Proposal is adopted)
(Class I) Lloyd J. Fuller, Lucia Almquist, Edward Borix
(Class II) William Keener, Neil Winter, Michael Burke
(Class III) Stephen Nevitt, Milton Nevitt, David B. Newman, Michael J. Guccione
/ / FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES
/ /
For all nominees except as noted above
3. Selection of Independent Auditors. FOR AGAINST ABSTAIN
/ / / / / /
MARK HERE FOR ADDRESS / /
CHANGE AND NOTE AT
LEFT
</TABLE>
Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
Signature: ______ Date ____________
Signature: ______ Date ____________
