<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:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-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:
--------------------------------------------------------
4) Date Filed:
----------------------------------------------------------
<PAGE>
SERENGETI EYEWEAR, INC.
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 5, 1999
--------------------
The Annual Meeting of Shareholders of Serengeti Eyewear, Inc. (the
"Company") will be held at the Laurel Oak Country Club, 2700 Gary Player
Boulevard, Sarasota, Florida, at 9:00 A.M. on Thursday, August 5, 1999, for the
following purposes:
i. To elect three directors to Class II of the Board of Directors to
serve for a three year term.
ii. To ratify and approve the selection of independent auditors of the
Company to serve until the next annual meeting of shareholders.
iii. 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 July 12, 1999 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
July 13, 1999
- --------------------------------------------------------------------------------
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
AUGUST 5, 1999
--------------------
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of Serengeti Eyewear, 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 9:00 A.M. on Thursday, August 5, 1999, 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 July 12, 1999 was 2,384,000. The
Common Stock is the only class of securities of the Company entitled to vote at
the Annual Meeting, each share being entitled to one non-cumulative vote. Only
shareholders of record as of the close of business on July 12, 1999 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. 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 July 13, 1999.
ELECTION OF DIRECTORS
At the Annual Meeting of Shareholders, three directors of Class II of
the Board of Directors are to be elected for a three year term. The nominees
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.
The three nominees and the seven current directors with unexpired
terms, their ages, the years in which they began serving as directors and
business experience are set forth below:
<PAGE>
DIRECTORS TO BE ELECTED TO SERVE UNTIL THE 2002 ANNUAL MEETING (CLASS II)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AGE EXPERIENCE DURING THE PAST FIVE YEARS
---- --- -------------------------------------
<S> <C> <C>
John Kopinski 46 John Kopinski, a director of the Company since June 1998,
has served as President and a director of Rickart South, Inc.,
a manufacturer of flexible packaging materials, since 1988.
William Keener 53 William Keener, a director of the Company since July 1996,
has served as a Senior Vice President Credit Policy Division
Manager at Regions Bank since September 1998. From May
1994 to September 1998, Mr. Keener served as an Executive
Vice President and Chief Credit Officer of SouthTrust Bank
of the Suncoast, a commercial bank. From March 1990 to
May 1994, Mr. Keener served as a Senior Vice President
and Group President for Commercial Lending and,
thereafter, as First Vice-President for Commercial Real
Estate for Sunbank, N.A., a commercial bank.
Douglas Hinton 44 Douglas Hinton is a new nominee to the Board of Directors.
Mr. Hinton became the Vice President Premium Sales of the
Company in 1998. From 1997 until joining the Company,
Mr. Hinton was a National Sales Manager for Bucci, Inc., a
west coast premium eyewear distributor. From 1996 to
1997, Mr. Hinton was a Senior Vice President/Sales and
Marketing for Opic Video USA. From 1990 to 1996, Mr.
Hinton was a Senior Vice President/Optical and Golf
Divisions for Bolle USA.
</TABLE>
2
<PAGE>
DIRECTORS WHOSE TERMS DO NOT EXPIRE UNTIL THE 2001 ANNUAL MEETING (CLASS I)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AGE EXPERIENCE DURING THE PAST FIVE YEARS
---- --- -------------------------------------
<S> <C> <C>
Jeffrey B. Sack, M.D. 38 Dr. Jeffrey Sack has been a director of the Company since
June 1998. He is board certified in internal medicine and
cardiovascular disease and currently practices in Sarasota,
Florida. Dr. Sack has a degree in economics and over
twenty years of business experience in the management of
small growth companies.
William L. McMahon 46 William McMahon became the Chief Financial Officer of
the Company and a director in June 1998. From 1992 until
joining the Company, Mr. McMahon was Director of
Financial Reporting and Corporate Development of Uniroyal
Technology Corporation, a plastic manufacturing company.
From June 1984 to November 1992, Mr. McMahon was
Vice President of Buccino & Associates, Inc., a national
turnaround consulting firm.
Edward Borix 49 Edward Borix became Vice President of Operations,
Worldwide of the Company in March 1997 and a director of
the Company in May 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>
3
<PAGE>
DIRECTORS WHOSE TERMS DO NOT EXPIRE UNTIL THE 2000 ANNUAL MEETING (Class III)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AGE EXPERIENCE DURING THE PAST FIVE YEARS
---- --- -------------------------------------
<S> <C> <C>
Stephen Nevitt 51 Stephen Nevitt became the President of the Company in
1993. He is also serving as the Treasurer of the Company.
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 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 Stores, Inc.
Milton Nevitt 77 Milton Nevitt is the Vice President, Secretary and director
of the Company. He 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 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 44 David B. Newman, a director of the Company since
December 1994, has for over the last ten 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.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
Michael J. Guccione 51 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 H2Optix(R) and other product lines. Mr. Guccione
became employed by Wal-Mart Stores, Inc. 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 1998, the Audit Committee did not meet.
The Audit Committee consists of three directors, two of whom are
independent directors. The current members of the Audit Committee are William
Keener, Dr. Jeffrey B. Sack 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 annual financial statements and key accounting and
reporting matters and (vii) review the activities and recommendations of the
Company's accounting department.
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 1998, the Board of Directors of the Company held one meeting 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
Except as set forth below, there are no executive officers of the
Company in addition to those listed in the preceding paragraphs as Directors of
the Company.
Lucia Almquist became Vice President-Corporate Development of the
Company in January 1997. Ms. Almquist was a director of the Company from May
1997 to May 1998. 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.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 12, 1999
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 AMOUNT OWNERSHIP
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENTAGE(1)
------------------- ---------------------- -------------
<S> <C> <C>
Nevitt Family Trust (2) ................ 506,103 21.2%
Milton Nevitt .......................... 278,781 11.7%
Stephen Nevitt ......................... 1,408,422(3)(4) 45.9%
Michael J. Guccione .................... 200,830(5) 8.2%
David B. Newman ........................ 560,103(3)(6) 23.0%
c/o Cooperman Levitt Winikoff
Lester & Newman, P.C .............
800 Third Avenue
New York, New York 10022
William Keener ......................... 1,000 *
Dr. Jeffrey B. Sack .................... 3,500 *
John Kopinski .......................... 0 --
Douglas Hinton ......................... 0 --
Lucia Almquist ......................... 0 --
Edward Borix ........................... 3,000 *
William L. McMahon ..................... 0 --
John R. Clarke ......................... 200,000(7) 7.7%
1725 Lazy River Lane
Dunwoody, Georgia 30350
RBB Bank Aktiengesellschaft ............ 750,000(8) 23.9%
Burging 16
8010 Graz, Austria
Jerome B. Fox .......................... 122,700(9) 5.1%
7821 Wilton Crescent Circle
University Park, Florida 34201
Directors and executive officers ....... 1,949,533(10) 61.2%
as a group (11 persons)
</TABLE>
6
<PAGE>
- ----------
*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
July 12, 1999, 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 681,974 shares issuable upon exercise of options granted pursuant
to the Plan. Stephen Nevitt, pursuant to exercise of a power granted in the
subscription agreement covering the issuance of the Company's Preferred
Shares (as described in Footnote (8) 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. The table does not include shares of Common Stock issuable upon
conversion of such Preferred Shares.
(5) Includes 68,026 shares issuable upon exercise of options granted pursuant
to the Plan.
(6) Includes 50,000 shares issuable upon exercise of options granted pursuant
to the Plan.
(7) 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.
(8) Includes 750,000 shares issuable upon exercise of warrants granted to RBB.
RBB is also the registered owner of 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"; collectively with the
Series A Stock and the Series B Stock, the "Preferred Shares") of the
Company. Such Preferred Shares are presently 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 consecutive trading days
ending three days prior to the notice of conversion. As of April 1, 1999,
the average market price for the ten previous consecutive trading days was
approximately $0.65 per share. The above computation of beneficial
ownership excludes shares of Common Stock issuable upon conversion of the
Preferred Shares. See "Certain Transactions."
(9) Such information was set forth in a Schedule 13D, dated October 24, 1997.
Such Schedule 13D also stated that the spouse of Mr. Fox owns an additional
600 shares of Common Stock and that Mr. Fox disclaims beneficial ownership
with respect to those shares.
(10) Includes 800,000 shares issuable upon exercise of options granted to
pursuant to the Plan and 506,103 shares of the Company's Common Stock held
by the Trust, with Stephen Nevitt and David B. Newman as trustees.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for services rendered
to the Company paid in 1996, 1997, and 1998 to the Chief Executive Officer and
the Company's other four most highly paid executive officers whose compensation
exceeded $100,000 (collectively, the "Named Executives").
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM COMPENSATION AWARDS
NAME AND PRINCIPAL POSITION YEAR SALARY($) SECURITIES UNDERLYING OPTIONS(#)
- --------------------------- ---- --------- --------------------------------
<S> <C> <C> <C>
Stephen Nevitt........................ 1998 289,103 --
President (CEO) 1997 178,768 --
1996 166,730 750,000
Michael Burke(1)...................... 1998 168,632 --
Vice President 1997 158,515 --
Lucia Almquist(1)..................... 1998 158,271 --
Vice President 1997 144,193 --
William McMahon....................... 1998 130,000 --
Chief Financial Officer
Ed Borix(1)........................... 1998 139,342 --
Vice President 1997 135,764 --
</TABLE>
- ----------
* Mr. Burke's employment with the Company ceased as of July 7, 1999.
(1) Messrs. Burke, Almquist and Borix received their respective salaries for
the year ended December 31, 1998 at their respective 1997 salary rates. The
difference between their respective 1998 salaries as shown above and 1997
salaries includes perquisites paid to each officer pursuant to their
respective employment agreements.
Set forth below is information with respect to grants of stock options
during the year ended December 31, 1999 to the named executive officers in the
Summary Compensation Table.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
No options were exercised by any of the Company's directors or
executive officers during the year ended December 31, 1998. Set forth below is
certain information with respect to exercisable and non-exercisable options to
acquire shares of the Company's common stock held by the Company's directors and
executive officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END($)**
---------------------------------- -----------------------------------
NAME EXERCISABLE UNEXERCISABLE* EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Stephen Nevitt 647,961 102,039 -- --
Michael Burke 15,000 -- -- --
Lucia Almquist -- -- -- --
Ed Borix -- -- -- --
William McMahon -- -- -- --
</TABLE>
8
<PAGE>
* Pursuant to their respective employment agreements, Messrs. Almquist,
Borix and McMahon are each entitled to stock options upon certain performance
criteria being met for the year ending December 31, 1999. See "Employment
Agreements" below.
** The last sales price of the common stock was approximately $0.25 per
share on December 31, 1998.
EMPLOYMENT AGREEMENTS
In January 1997, the Company entered into a three year employment
agreement with Lucia Almquist, whereby Ms. Almquist became employed as Vice
President-Corporate Development of the Company, which provides for a current
annual base salary of $180,000. Ms. Almquist has agreed to receive her 1997
annual salary of $144,193 for the year ended December 31, 1998, notwithstanding
her current annual base salary pursuant to her employment agreement. The Company
will not accrue any portion of Ms Almquist's unpaid salary. This Agreement also
provides that if the Company's net sales and pretax profits exceed $80.0 million
and $6.9 million, respectively, then Ms. Almquist will receive $15,000 and
10,000 stock options. Alternatively, if such net sales and pretax profits exceed
$84.0 million and $7.25 million, respectively, then Mr. Almquist will receive
$30,000 and 25,000 stock options.
In January, 1997, the Company entered into a three year employment
agreement with Edward Borix, whereby Mr. Borix became employed as Vice President
of Operations, Worldwide, which provides for a current annual base salary of
$165,000. Mr. Borix has agreed to receive his 1997 annual salary of $139,342 for
the year ended December 31,1998, notwithstanding his current annual base salary
pursuant to his employment agreement. The Company will not accrue any portion of
Mr. Borix's unpaid salary. This agreement also provides that if the Company's
net sales and net profits for the year ended December 31, 1999 exceed $80.0
million and $6.9 million, respectively, then Mr. Borix will receive $30,000 and
20,000 stock options. Alternatively, if such net sales and net profits exceed
$84.0 million and $7.25 million, respectively, then Mr. Borix will receive
$45,000 and 40,000 stock options.
In June 1998, the Company entered into a three year employment
agreement with William McMahon, whereby Mr. McMahon became employed as Chief
Financial Officer of the Company, which provides for an annual base salary of
$130,000 in 1998 with annual increases each January 1 by an amount equal to the
increase, if any, in the Consumer Price Index. The agreement also provides that
if the Company achieves revenue and EBITDA projections as determined in
consultation with the optionee, Mr. McMahon will receive 35,000 stock options
for the year ended December 31, 1999 and 45,000 stock options for the year ended
December 31, 2000.
In January 1999, the Company entered into a three year employment
agreement with Douglas Hinton whereby Mr. Hinton became employed as Vice
President-Premium Sales of the Company which provides for a current annual base
salary of $130,000 and annual increases each January 1 by an amount equal to the
increase, if any, in the Consumer Price Index.
Each of the employment agreements contain 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.
William Keener, a non-employee director of the Company, receives a fee
of $500 per month for his service as a director. No other non-employee director
receives any compensation for his services as such.
9
<PAGE>
CERTAIN TRANSACTIONS
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 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 on February 13, 1997 of the assets of the Serengeti Eyewear
division of Corning Incorporated (the "Acquisition").
Pursuant to an Agreement of Purchase and Sale, dated as of October
29, 1996, between the Company and Corning, 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
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 estimated
expenses of such sale). The Company applied such net proceeds to the Acquisition
purchase price. The Company financed the remainder of such purchase price and
related costs and expenses with borrowings under a credit facility with SunTrust
Bank, Central Florida, National Association..
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.
During 1997 and 1998, the Company repaid certain indebtedness owed to
Joseph Feldman, the brother-in-law of Milton Nevitt, and to Milton Nevitt,
respectively. Such indebtedness, incurred in 1991 and 1993, respectively, is
described in greater detail in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1998, to which reference is hereby made.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected BDO Seidman LLP as its independent
auditors for 1999. Although shareholder 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 BDO Seidman LLP, the engagement of independent
auditors will be reevaluated by the Board of Directors.
A representative of BDO Seidman LLP is expected to attend the meeting
and will be available to respond to appropriate questions from shareholders.
10
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF BDO SEIDMAN LLP.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who beneficially own 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 on its review of
the copies of such forms received by it, or written representations from certain
reporting persons that no such forms were required for those persons, the
Company believes that during the fiscal year ended December 31, 1998, all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with except that Messrs. Hinton, McMahon, Sack
and Kopinski were not timely in the filing of their respective Initial
Statements of Beneficial Ownership of Securities and Mr. Burke was not timely in
his filing of one monthly report of one transaction.
ANNUAL REPORT
The Company's 1998 Annual Report 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.
2000 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 2000 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 March 1, 2000.
By Order of the Board of Directors,
MILTON NEVITT
SECRETARY
July 13, 1999
11
<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 1999 Annual Meeting of
Shareholders of the Company, to be held at the Laurel Oak Country Club, 2700
Gary Player Boulevard, Sarasota, Florida, at 9:00 A.M. on Thursday, August 5,
1999 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.
CONTINUED AND TO BE SIGNED ON REVERSE SEE REVERSE
SIDE SIDE
<PAGE>
/ X / PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of Directors.
Nominees:
(Class II) John Kopinski, William Keener, Douglas Hinton
/ / FOR / / WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
/ /
--------------------------------------------
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. Selection of Independent Auditors. FOR AGAINST ABSTAIN
/ / / / / /
MARK HERE
FOR ADDRESS / /
CHANGE AND
NOTE AT LEFT
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
------------------- --------
