<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
SUPERIOR SURGICAL MFG. CO., 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> 2
[SUPERIOR SURGICAL MFG. CO., INC. LOGO]
10099 Seminole Boulevard
P.O. Box 4002
Seminole, FL 33775-0002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of SUPERIOR
SURGICAL MFG. CO., INC., will be held at the offices of the Company, 10099
Seminole Boulevard, Seminole, Florida, on May 2, 1997 at 10 A.M. (Local Time)
for the following purposes:
1. To elect eight (8) Directors to hold office until the next annual
meeting of shareholders and until their respective successors are duly
elected or appointed and qualified;
2. To consider and vote upon a proposal to approve the Superior Surgical
Mfg. Co., Inc. 1997 Non-Employee Director Nonstatutory Stock Option
Plan.
3. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the year 1997; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on March 21, 1997, has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof.
By Order of the Board of Directors,
Seminole, Florida, March 28, 1997 JOHN W. JOHANSEN
Secretary
================================================================================
IMPORTANT
TO ENSURE YOUR REPRESENTATION AT THIS MEETING
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY. THANK YOU.
================================================================================
This instrument contains 16 pages.
-1-
<PAGE> 3
SUPERIOR SURGICAL MFG. CO., INC.
10099 SEMINOLE BOULEVARD
SEMINOLE, FLORIDA 33772
PROXY STATEMENT FOR 1997
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished by the Board of Directors of Superior
Surgical Mfg. Co., Inc. (the "Company") in connection with the solicitation of
proxies to be voted at the Company's 1997 Annual Meeting of Stockholders, which
will be held at 10:00 a.m. Local Time on May 2, 1997 at the offices of the
Company, 10099 Seminole Boulevard, Seminole, Florida (the "Meeting").
Any proxy delivered pursuant to this solicitation may be revoked, at the
option of the person executing the proxy, at any time before it is exercised by
delivering a signed revocation to the Company, by submitting a later-dated
proxy, or by attending the Meeting in person and casting a ballot. If proxies
are signed and returned without voting instructions, the shares represented by
the proxies will be voted as recommended by the Board of Directors. Shares
that are not voted, either by casting a ballot in person or by returning a
signed proxy, by the stockholders or brokers entitled to vote them, or through
abstention, will not be considered in the final tabulation.
The cost of soliciting proxies will be borne by the Company. In addition
to the use of the mails, proxies may be solicited personally or by telephone by
regular employees of the Company. The Company does not expect to pay any
compensation for the solicitation of proxies, but may reimburse brokers and
other persons holding stock in their names, or in the names of nominees, for
their expenses in sending proxy materials to their principals and obtaining
their proxies. The approximate date on which this Proxy Statement and enclosed
form of proxy has been first mailed to stockholders is March 28, 1997.
The close of business on March 21, 1997 has been designated as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Meeting. As of March 1, 1997, 8,055,152 shares of the Company's
Common Stock, par value $1.00. per share, were issued and outstanding. Each
stockholder will be entitled to one vote for each share of Common Stock
registered in his or her name on the books of the Company on the close of
business on March 21, 1997 on all matters that come before the Meeting.
-2-
<PAGE> 4
ELECTION OF DIRECTORS
The By-Laws of the Company set the size of the Board of Directors at eight
(8). The Board of Directors currently consists of eight members. Directors
hold their positions until the Meeting at which time the term expires, after
their respective successors are elected and qualified.
The Board of Directors recommends that eight (8) Directors be elected at
the Meeting to hold office until the Company's annual meeting in 1998 and until
their successors shall be duly elected and qualified or until their earlier
resignation, removal from office, or death. The Board of Directors unanimously
recommends that you vote "FOR" the reelection of Gerald M. Benstock, Alan D.
Schwartz, Michael Benstock, Saul Schechter, Peter Benstock, Thomas K. Riden,
Manuel Gaetan, Ph.D. and Sidney Kirschner, as Directors, to serve the term as
described above. See "Management - Directors and Executive Officers" and
"Certain Transactions" for further information on such nominees. In the event
any of the nominees should be unable to serve, which is not anticipated, the
proxy committee, which consists of Directors Gerald M. Benstock, Alan D.
Schwartz and Saul Schechter, will vote for such other person or persons for the
office of Director as the Board of Directors may recommend.
Shareholders may vote for up to eight (8) nominees and the eight (8)
nominees receiving the highest number of votes shall be elected. Shareholders
may not vote cumulatively in the election of Directors.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages (at March 1, 1997) of
the Directors and executive officers and the positions they hold with the
Company. Executive officers serve at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------- --- -----------------------------------------------------------------------------
<S> <C> <C>
Gerald M. Benstock 66 Chairman, Chief Executive Officer, Director and a member of the
Executive Committee.
Alan D. Schwartz 46 Co-President, Director and a member of the Executive Committee.
Michael Benstock 41 Co-President, Director and a member of the Executive Committee.
Saul Schechter 63 Executive Vice President, Director and a member of the Executive Committee.
Peter Benstock 35 Senior Vice President and Director.
Thomas K. Riden 53 Director and a member of the Audit, Stock Option and Compensation Committees.
Manuel Gaetan, Ph.D. 59 Director and a member of the Audit, Stock Option and Compensation Committees.
Sidney Kirschner 62 Director and a member of the Audit, Stock Option and Compensation Committees.
John W. Johansen 53 Chief Financial Officer, Senior Vice President, Treasurer and Secretary.
</TABLE>
Gerald M. Benstock is the Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Benstock has served in these positions
for more than the past 5 years, and prior to May 1, 1992, served as President
of the Company. Mr. Benstock also has served as a Director of the Company
since 1951.
Alan D. Schwartz has served as Co-President of the Company since May 1,
1992. Prior to such date, Mr. Schwartz served as Executive Vice President.
Mr. Schwartz has also served as a Director of the Company since 1981.
Michael Benstock has served as Co-President of the Company since May 1,
1992. Prior to such date, Mr. Benstock served as Executive Vice President of
the Company. Mr. Benstock has also been a Director of the Company since 1985.
Saul Schechter has served as Executive Vice President for more than the
past 5 years and has been a Director of the Company since 1957.
-3-
<PAGE> 5
Peter Benstock has served as Senior Vice President since February 7, 1994,
formerly Vice President of the Company since May 2, 1990. Mr. Benstock has
also been a Director of the Company since 1990.
Thomas K. Riden has been Senior Vice President and General Counsel to
Nutmeg Industries, Inc., since July, 1993. Prior thereto, he served for more
than five years as a Senior Lawyer of Riden, Earle, Kiefner, P.A., which
performs legal services for the Company, and currently serves of-counsel to the
firm. Mr. Riden has been a Director of the Company since November 7, 1991.
Manuel Gaetan, Ph.D., has been a Director of the Company since November 7,
1991. For more than five years, Dr. Gaetan has been President and C.E.O. of
Bobbin Blenheim, Inc.
Sidney Kirschner has been a Director of the Company since September 25,
1996. He has been President and Chief Executive Officer of Northside Hospital,
Inc. since 1992. Prior thereto, he served as Chairman of the Board, President
and Chief Executive Officer of National Service Industries, Inc. He also
currently serves as a director of American Brands, Inc.
John W. Johansen has served as Chief Financial Officer, Senior Vice
President, Treasurer and Secretary of the Company for more than five years.
No family relationships exist between the Company's Directors, nominees
and executive officers, except that Michael Benstock and Peter Benstock are
sons of Gerald M. Benstock, and Alan D. Schwartz is his son-in-law. There are
no arrangements or understandings between any Director or nominee and any other
person concerning service or nomination as a Director.
The Board has Executive, Audit, Stock Option and Compensation Committees;
it does not have a Nominating Committee. The entire Board of Directors
functions as a Nominating Committee, and the Board will consider any written
recommendations from shareholders for positions on the Board of Directors.
Nominations from shareholders should be directed in writing to the Secretary of
the Company.
The current members of the Executive Committee are Messrs. Gerald M.
Benstock, Alan D. Schwartz, Michael Benstock and Saul Schechter. The current
members of the Audit, Stock Option and Compensation Committees are Messrs.
Thomas K. Riden, Manuel Gaetan, Ph.D. and Sidney Kirschner.
The Board of Directors held four meetings during 1996. Directors are
compensated on the basis of $1,250 quarterly and $1,000 per meeting attended;
Directors attending Audit or Compensation Committee meetings on a day other
than the day of the Directors' meeting receive $300 per meeting of such
Committee.
Directors who are full-time employees of the Company receive no extra
compensation for their services as Directors.
The Executive Committee is authorized to act in place of the Board of
Directors during periods between Board meetings. It met nine times during the
year.
The Audit Committee held two meetings in 1996. Its principal functions
are: recommending to the Board of Directors engagement or discharge of
independent auditors; reviewing with independent auditors plans for and results
of the audit engagement; considering the degree of independence of the
auditors; considering the range of audit fees; and reviewing the scope,
adequacy and the results of the Company's internal auditing procedures and
accounting controls.
The Compensation Committee met once during the year. Its principal
function is to make recommendations to the Board of Directors with respect to
the compensation of officers and Directors.
The Stock Option Committee met twice during the year. Its principal
function is to make recommendations to the Board of Directors with respect to
the granting of incentive stock options to officers and key employees.
In 1996, each incumbent Director attended a least 75% of all meetings of
the Board and of each committee for which he was a member.
See "Certain Transactions" for additional information on certain members
of management.
-4-
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth, as of December 31, 1996, information as to
the beneficial ownership of the Company's Common Stock by (i) each person known
to the Company having beneficial ownership of more than 5% of the Company's
Common Stock, (ii) each Director, (iii) each executive officer and (iv) all
Directors and executive officers as a group:
<TABLE>
<CAPTION>
======================================================================================================
SECURITY OWNERSHIP
======================================================================================================
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
======================================================================================================
<S> <C> <C>
GERALD M. BENSTOCK AND MOCHELLE A. STETTNER, 1,248,208 (2) 15.50%
as Trustees under Will of David L. Benstock
2331 Lehigh Parkway North Allentown, Pennsylvania 18130
GERALD M. BENSTOCK 1,026,264 (2)(3)(7) 12.67%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
DIMENSIONAL FUND ADVISORS, INC. 573,900 (4) 7.13%
1299 Ocean Avenue
Santa Monica, California 90401
T. ROWE PRICE ASSOCIATES, INC. 435,000 (5) 5.40%
100 East Pratt Street
Baltimore, Maryland 21202
FMR Corp. 477,400 (6) 5.93%
82 Devonshire Street
Boston, MA 02109
ALAN D. SCHWARTZ 200,506 (7) 2.48%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
MICHAEL BENSTOCK 195,972 (7) 2.42%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
SAUL SCHECHTER 190,840 (7) 2.36%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
PETER BENSTOCK 142,585 (7) 1.76%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
JOHN W. JOHANSEN 77,500 (7) 0.96%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
MANUEL GAETAN, PH.D. 900 0.01%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
SIDNEY KIRSCHNER 1,000 0.01%
10099 Seminole Blvd.
Seminole, Florida 33772-2539
THOMAS K. RIDEN 2,100 0.03%
10099 Seminole Boulevard
Seminole, Florida 33772-2539
All Directors and Executive Officers as a Group (9 persons) 3,085,875 (1)(2)(3)(7) 37.07%
</TABLE>
-5-
<PAGE> 7
(1) Except as otherwise indicated, all shares are individually held of record
with sole voting and investment power or held of record by relative(s) of
the named shareholder and the named shareholder has sole or shared voting
and investment power.
(2) Gerald M. Benstock and the trusts under will of David L. Benstock may be
deemed "associates" as that term is defined in the rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended. Mr.
Benstock and his sister are co-trustees and remaindermen of the trusts under
will of David L. Benstock (their father); the extent of their beneficial
interest in or ownership of the Company Common Shares owned by the trusts is
indeterminable at present. None of the shares held by Mr. Benstock and his
sister as trustees are included in the listing for Mr. Benstock.
(3) Includes 74,240 shares held of record by Mr. Benstock's wife and 81,550
shares held by two trusts in which Mr. Benstock is the trustee and has sole
investment power.
(4) According to a Schedule 13G filed with the Commission, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, is deemed
to have beneficial ownership of 573,900 shares; all such shares are held in
portfolios of DFA Investment Dimensions Group, Inc., a registered open-end
investment company, or the DFA Investment Trust Company, a Delaware
investment trust, or the DFA Group Trust and the DFA Participating Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors, Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares, has sole
voting power with respect to 413,200 shares and sole investment power with
respect to all the shares.
(5) According to a Schedule 13G filed with the Commission, these securities are
owned by various individual and institutional investors including the T.
Rowe Price Mutual Funds, which owns 435,000 shares, which T. Rowe Price
Associates, Inc. (Price Associates) serves as investment adviser with sole
investment power as to all of the securities and no power to vote the
securities. For purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed to be a beneficial owner
of such securities; however, Price Associates expressly disclaims that it
is, in fact, the beneficial owner of such securities.
(6) According to a Schedule 13G filed with the Commission, these securities
are owned by Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR Corp. and an investment advisor which is the beneficial
owner of all shares as a result of acting as investment advisor to various
investment companies registered under Section 8 of the Investment Company
Act of 1940. The investment company, Fidelity Low-Priced Stock Fund, has
ownership of all the shares. Edward C. Johnson 3d. and FMR Corp., through
its control of Fidelity, and the funds each have sole power to dispose of
the shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees.
Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and
Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and
all other Class B shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their ownership
of voting common stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to FMR Corp.
(7) The share ownership given for each of the above includes options, some
expiring in 1997, 1999, 2000 and the balance in 2001, as follows: Mr. G. M.
Benstock - 49,650 shares; Mr. Schwartz - 48,750 shares; Mr. M. Benstock -
48,750 shares; Mr. Schechter - 43,000 shares; Mr. P. Benstock - 44,000
shares and Mr. Johansen - 37,500 shares.
COMPENSATION OF EXECUTIVE OFFICERS
The following table is a summary of the compensation paid or accrued by the
Company for the last three fiscal years, for services in all capacities to the
Chief Executive Officer and the four other executive officers of the Company
who were most highly compensated in the last year.
-6-
<PAGE> 8
<TABLE>
<CAPTION>
===========================================================================================================
SUMMARY COMPENSATION TABLE
===========================================================================================================
ANNUAL COMPENSATION
===========================================================================================================
LONG TERM
OTHER ANNUAL COMPENSATION OTHER
NAME AND BONUS COMPENSATION AWARDS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) ($)(1) ($)(2) OPTIONS (3)(#) ($) (4)
===========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Gerald M. Benstock, 1996 $201,500 $67,000 $6,085 8,850 shares $284,400
Chairman and CEO 1995 201,500 - 6,085 8,200 shares 286,317
1994 201,500 74,500 6,085 6,600 shares 287,959
Alan D. Schwartz, Co-President 1996 215,543 80,000 735 9,750 shares -
1995 210,000 - 735 9,000 shares -
1994 200,000 85,000 735 - -
Michael Benstock, Co-President 1996 200,244 80,000 735 9,750 shares -
1995 195,000 - 735 9,000 shares -
1994 185,000 85,000 735 - -
Saul Schechter,
Executive Vice President 1996 187,680 55,000 735 8,000 shares -
1995 184,000 - 735 9,000 shares -
1994 177,000 71,000 735 6,000 shares -
John W. Johansen, 1996 165,240 56,000 735 8,000 shares -
Senior Vice President and 1995 162,000 - 735 8,000 shares -
Chief Financial Officer 1994 155,000 63,000 735 5,500 shares -
===========================================================================================================
</TABLE>
(1) Cash bonus payments pursuant to an officers bonus pool as determined by the
Compensation Committee and described further in the Report of the
Compensation Committee and Stock Option Committee beginning on page 10 of
the Proxy Statement.
(2) Automobile allowance provided to executive officers.
(3) Options granted in 1994, 1995 and 1996 were for a period of five years
expiring on August 11, 1999, August 3, 2000 and February 8, 2001
respectively, issued under the Company's 1993 Incentive Stock Option Plan.
(4) The Company paid these net premiums under a Split-Dollar Life Insurance
Agreement on behalf of Gerald M. Benstock for the benefit of the Benstock
Family Insurance Trust. On January 14, 1991, the Company entered into a
Split-Dollar Life Insurance Agreement (the "Agreement") with the Benstock
Family Insurance Trust, John W. Johansen and Alan D. Schwartz, Trustees (the
"Trust"), pursuant to which the Company has agreed to advance certain sums
to the Trust, without interest, to be used to pay the premiums on a life
insurance policy obtained from Confederation Life Insurance Company in the
amount of $10,000,000 on the lives of Gerald M. Benstock and M. Joan
Benstock, his spouse. In 1993, an additional $2,000,000 was added to the
trust under an insurance policy from Massachusetts Mutual Life Ins. Co. on
the life of Gerald M. Benstock. The Trust was established and the policies
obtained for estate planning purposes. Under the terms of the Agreement,
the Company is obligated to advance that portion of the premium relating to
Mr. Benstock, individually, so long as such premiums are payable under the
policy. As of December 31, 1996, the Company had advanced $284,400 in
aggregate for 1996 to the Trust. The Trust has assigned to the Company its
interest in the policy as security for repayment of advances. Advances are
repayable only upon (1) the death of the survivor of Mr. Benstock and his
spouse, (2) the surrender of the policy by the Trust, or (3) the
termination of the Agreement prior to the death of Mr. Benstock and his
spouse.
-7-
<PAGE> 9
The following table details stock option grants made by the Company to the
Chief Executive Officer and the four other most highly compensated executive
officers of the Company.
<TABLE>
<CAPTION>
======================================================================================================
STOCK OPTION GRANTS IN LAST FISCAL YEAR
======================================================================================================
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
======================================================================================================
(a) (b) (c) (d) (e) (f) (g)
======================================================================================================
# OF SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (#) (2) FISCAL YEAR ($/SH.) DATE 5% ($) 10% ($)
======================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Gerald M. Benstock 8,850 5.40% $11.275 2/8/2001 $127,352 $160,703
Alan D. Schwartz 9,750 5.95% 10.25 2/8/2001 127,548 160,950
Michael Benstock 9,750 5.95% 10.25 2/8/2001 127,548 160,950
Saul Schechter 8,000 4.88% 10.25 2/8/2001 104,655 132,062
John W. Johansen 8,000 4.88% 10.25 2/8/2001 104,655 132,062
======================================================================================================
</TABLE>
(1) Based on five year option term and annual compounding. The 5% and 10%
calculations are set forth in compliance with the Security and Exchange
Commission rules. The Company does not necessarily believe that the
appreciation calculations in compliance with the rules are indicative of
future stock option values.
(2) The grants described in this column were granted by the Company in 1996
pursuant to the Company's 1993 Stock Option Plan. The executive officers
are considered for stock option grants by the Stock Option Committee on the
same basis as all other employees of the Company. The grants are
exercisable until February 8, 2001.
The following table details aggregated stock option exercises in 1996 and
stock option values as of December 31, 1996 for unexercised stock options held
by the Chief Executive Officer and the four other most highly compensated
executive officers of the Company.
<TABLE>
<CAPTION>
======================================================================================================
AGGREGATED STOCK OPTION EXERCISES IN 1996
AND STOCK OPTION VALUES AS OF DECEMBER 31, 1996
======================================================================================================
VALUE OF
UNEXERCISED IN-THE-
MONEY OPTIONS AT
NUMBER OF UNEXERCISED SHARES ACQUIRED
OPTIONS AT FY-END (#) FY-END ($)(1)
NAME ON EXERCISE (#) VALUE REALIZED ($) EXERCISABLE EXERCISABLE
======================================================================================================
<S> <C> <C> <C> <C>
Gerald M. Benstock - - 8,850 19,691
- - 8,200 13,735
- - 6,600 -
- - 26,000 -
Alan D. Schwartz - - 9,750 31,688
- - 9,000 24,750
- - 30,000 -
Michael Benstock - - 9,750 31,688
- - 9,000 24,750
- - 30,000 -
Saul Schechter - - 8,000 26,000
- - 9,000 24,750
- - 6,000 -
- - 20,000 -
John W. Johansen - - 8,000 26,000
- - 8,000 22,000
- - 5,500 -
- - 16,000 -
</TABLE>
(1) At fiscal year end December 31, 1996, the closing stock price was $13.50
per share on the American Stock Exchange. The numbers shown reflect the
value of unexercised options accumulated between 1992 and 1996. The stock
options described are options granted under the Company's 1983 and 1993
Stock Option Plan. The value of unexercised options designated by a "-"
indicates options granted that have an exercise price in excess of the fair
market value of the stock as of December 31, 1996 and therefore are
currently not in the money options.
-8-
<PAGE> 10
Since 1942, the Company has had a retirement plan (the "Basic Plan") which has
been qualified under the Internal Revenue Code. The Basic Plan is a "defined
benefit" plan, with benefits normally beginning at age 65, is non-contributory
by an employee, and the Company's contributions are not allocated to the
account of any particular employee. All employees of the Company (except
employees included in a retirement plan negotiated as part of a union contract)
are eligible to participate in the Basic Plan. The Company also commenced
effective November 1, 1994, the Superior Surgical Mfg. Co., Inc. Supplemental
Pension Plan (the "Supplemental Plan") available to certain eligible employees
of the Company. Retirement benefits available under the Supplemental Plan are
based on the same provisions as in the qualified plan but ignore the salary
limitations imposed by the Internal Revenue Service ($150,000 in 1997).
Accordingly, all eligible employees, regardless of earnings, will receive
exactly the same formula distribution upon retirement. The following table
shows estimated annual retirement benefits for the Basic Plan and Supplemental
Plan (the "Plan") combined, which are payable to employees of the Company upon
retirement in specified compensation and years of service classifications.
<TABLE>
<CAPTION>
================================================================================
PENSION PLAN TABLE
================================================================================
TOTAL YEARS OF SERVICE AT RETIREMENT (AGE 65 IN 2002)
================================================================================
REMUNERATION 10 15 20 25 OR MORE
================================================================================
<S> <C> <C> <C> <C>
(1997)
$125,000 $13,978 $20,967 $ 27,956 $ 34,945
150,000 17,228 25,842 34,456 43,070
175,000 20,478 30,717 40,956 51,195
200,000 23,728 35,592 47,456 59,320
225,000 26,978 40,467 53,956 67,445
250,000 30,228 45,342 60,456 75,570
300,000 36,728 55,092 73,456 91,820
350,000 43,228 64,842 86,456 108,070
400,000 49,728 74,592 99,456 124,320
450,000 56,228 84,342 112,456 140,570
500,000 62,728 94,092 125,456 156,820
================================================================================
</TABLE>
The above table shows a projected annual single life annuity with annual
retirement benefits which would accrue for various periods of employment at
various compensation levels, assuming constant earnings in all future years,
continuous employment until age 65, and no change in 1997 Covered Compensation
Level. The Plan provides benefits based on years of service and earnings above
and below the covered Compensation Base. The normal monthly retirement benefit
is 17.5% of an employee's average monthly compensation during the highest paid
five years of the ten years immediately preceding retirement up to his Covered
Compensation Base plus 32.5% of such average monthly compensation in excess of
his Covered Compensation Base, reduced in the event such employee has less than
25 years of service. An employee's compensation includes over-time pay,
commissions and any bonus received and therefore includes executive officers
compensation as described in Salary and Bonus in the Summary Compensation Table
shown above. Of the five most highly compensated executive officers, Mr. G.
Benstock and Mr. Schechter have the maximum years of service credited and Mr.
Schwartz, Mr. M. Benstock and Mr. Johansen have 21, 18 and 24 years service
respectively credited under the Plan. The Basic Plan was amended as of
November 1, 1989. Prior to the amendment, the Basic Plan provided benefits
based on years of service and earnings in excess of the Covered Compensation
Base (the wage bases on which maximum Social Security taxes are payable).
Benefits accrued to November 1, 1989, under the Basic Plan prior to the recent
amendment would be paid, if higher than the sums set forth above.
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<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
The information contained in this section and the following "Performance
Graph" are not deemed to be "soliciting material" or to be "filed" with the
Commission or subject to Regulation 14A under the Securities Exchange Act of
1934, or to the liabilities of Section 18 of the Securities Exchange Act of
1934.
The following report was prepared by independent Directors Thomas K.
Riden, Sidney Kirschner and Manuel Gaetan, Ph.D., as the members of the
Company's Compensation Committee and Stock Option Committee:
Annual compensation (other than stock option grants) for the executive
officers of the Company are determined by the Compensation Committee of the
Company. Stock option grants will be made pursuant to the Company's 1993
Incentive Stock Option Plan, at the discretion of the Stock Option Committee,
to the Company's officers and other key employees. The usual components of the
annual compensation paid to all of the Company's executive officers are (i)
base salary; (ii) a cash bonus awarded pursuant to an informal bonus pool
arrangement for Company officers as established by the Compensation Committee;
(iii) allocations of contributions made by the Company to the respective
accounts of the executive officers under its pension plans; (iv) stock option
grants awarded by the Stock Option Committee; (v) a car allowance; and (vi) for
the Chief Executive Officer, advances pursuant to the Split Dollar Insurance
arrangement described on page 7 of this Proxy Statement. Each of these
components of annual compensation are determined based upon a variety of
factors, most of which are subjective.
The base salaries of the Chief Executive Officer and all other executive
officers of the Company are determined each year by the Compensation Committee
based on factors and criteria consisting of comparison of similarly situated
officers of similar companies, comparison of similarly situated officers of
companies of similar size in the locale of the Company, years of service,
assigned responsibilities, individual performance, growth of the Company,
profitability of the Company and increases in the cost of living. In this
connection, each year the Compensation Committee determines, after consultation
with the Chief Executive Officer and other executive officers, an overall goal
by which the aggregate amount of base salary increases for all employees of the
Company, including the Chief Executive Officer and all other executive officers
are not generally exceeded. Within such overall goal, individual allocations
are then made within each department of the Company such that the aggregate
base salaries paid to each member of that department generally comply with the
target levels for that department. Generally, the same allocations within the
same overall goal is made by the Compensation Committee with respect to the
Chief Executive Officer and the other executive officers of the Company.
During the first quarter of each fiscal year of the Company, the
Compensation Committee establishes the guidelines for an informal bonus pool in
which the Chief Executive Officer, all executive officers and all corporate
managers are entitled to participate with a maximum bonus, based upon varying
percentages of the base salaries of all executive officers and all corporate
managers of the Company, linked to annual pre-tax earnings as a percentage of
annual net sales on a graduated basis. Individual allocations are then made by
the Compensation Committee with respect to all executive officers of the
Company, including the Chief Executive Officer. Criteria and factors for the
individual allocations are based on responsibilities, individual performance
and direct and indirect contribution to the profitability of the Company.
Inasmuch as each of the Company's pension plans cover all full-time
employees (as defined in the Plan) of the Company, awards to all the executive
officers under such plan are made on the same basis as are awards of all other
participants.
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<PAGE> 12
Stock option grants to all executive officers and other key employees of
the Company, including the Chief Executive Officer, are made at the discretion
of the Stock Option Committee pursuant to the Company's Stock Option Plan.
Factors and criteria used by the Stock Option Committee in the award of stock
options included individual responsibilities, individual productivity,
individual performance, direct and indirect contribution to the profitability
of the Company. Any benefits derived from each stock option granted under the
Stock Option Plan is directly attributable to any future increase in the value
of the Company's common stock.
The automobile allowance awarded to each of the 5 most highly compensated
executive officers of the Company has remained similar for the last 3 fiscal
years of the Company. The allowance awarded to the Chief Executive Officer
recognizes the title, function and responsibilities of the Chief Executive
Officer and the manner in which he represents the Company. The automobile
allowance for all other of the 4 most highly compensated executive officers is
relatively minimal and is the same for each such executive officer.
Except with respect to the car allowance and the advances made annually to
the split dollar insurance arrangement on behalf of the Chief Executive
Officer, all other annual compensation awarded to the Chief Executive Officer
was done on a similar basis, and with similar factors and criteria, as employed
with respect to all other executive officers of the Company.
BY: Manuel Gaetan, Ph.D., Sidney Kirschner and Thomas K. Riden
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE RETURN* AMONG SUPERIOR SURGICAL MFG. CO.,
INC., S&P 500 INDEX AND S&P TEXTILE APPAREL MANUFACTURERS INDEX**
<TABLE>
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1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Superior Surgical Mfg. Co., Inc. 100 161 127 102 81 117
S&P 500 Index 100 108 118 120 165 203
S&P Textile Apparel Manuf. Index 100 106 80 79 89 122
</TABLE>
Assumes $100 invested on January 1, 1992 in Superior Surgical Mfg. Co., Inc.
Common Stock, S&P 500 Index and S&P Textile Apparel Manufacturers Index, with
the base measurement point fixed at the close of trading on December 31, 1991.
* Total return assumes reinvestment of dividends and is adjusted for a 4 for 1
stock split of the Company's stock in June, 1992.
** Fiscal year ending December 31st.
Note: The stock price performance shown on the graph above is not necessarily
indicative of future price performance.
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<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee and the Stock Option
Committee are Thomas K. Riden, Sidney Kirschner and Manuel Gaetan, Ph.D.
Neither individual has at any time been an officer of the Company. Mr. Riden
is of-counsel to Riden, Earle, Kiefner, P.A. which earned fees for legal
services rendered to the Company in 1996.
CERTAIN TRANSACTIONS
As authorized by Section 726 of the Business Corporation Law of the State
of New York, the Company maintains insurance to indemnify it and its Directors
and officers from certain liabilities to the extent permitted by law; such
insurance is in the face amount of $5,000,000 with Federal Insurance Company,
under contract dated August 27, 1996 at an annual premium of $86,671. No sums
have been paid or sought under any such indemnification insurance.
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, officers and holders of more than 10% of the Company's
Common Stock to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
any other equity securities of the Company. To the Company's knowledge, based
solely upon a review of the forms and reports filed with the Company by such
persons, all such Section 16(a) filing requirements were complied with in 1996.
PROPOSAL TO ADOPT THE SUPERIOR SURGICAL MFG. CO., INC.
1997 NON-EMPLOYEE DIRECTOR NONSTATUTORY STOCK OPTION PLAN
The Board of Directors has adopted, subject to stockholder approval, the
Superior Surgical Mfg. Co., Inc. 1997 Non-Employee Director Nonstatutory Stock
Option Plan (the "1997 Plan"). The Board of Directors believes that the grant
of stock options is a desirable and useful means to strengthen further the
non-employee directors' linkage with stockholder interests.
The 1997 Plan provides that each director who is not an employee of the
Company (a "Non-Employee Director") shall automatically receive, as of the date
of each annual meeting of stockholders, beginning with this Annual Meeting, a
non-qualified option to purchase 1,000 shares of the Company's Common Stock.
Each such option will have a ten-year term and will become exercisable
immediately on grant date at an option exercise price equal to the closing
price of the stock on that date. Closing price under the 1997 Plan is defined
as the closing price of the Company's Common Stock on that date, as reported on
the American Stock Exchange. The options will not be transferable except by
will or the laws of descent and distribution and may be exercised during the
option holder's lifetime only by him or her.
The Company will receive no consideration upon the grant of options under
the 1997 Plan. The exercise price of an option must be paid in full upon
exercise. Payment may be made in cash, check or, in whole or in part, in Common
Stock of the Company already owned by the person exercising the option, valued
at fair market value.
Under current law, the federal income tax consequences to Non-Employee
Directors and the Company under the proposed 1997 Plan should generally be as
follows: A director to whom a non-quali-
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<PAGE> 14
fied stock option is granted will recognize ordinary compensation income equal
to the difference, if any, between the exercise price paid and the fair market
value of the Common Stock, as of the date of option exercise, of the shares the
director receives. The tax basis of such shares to the director will equal the
exercise price paid plus the amount includable in the director's gross income
as compensation, and the director's holding period for such shares will
commence on the day on which the director recognizes taxable income in respect
to such shares. Subject to applicable provisions of the Internal Revenue Code
of 1986, as amended, and regulations thereunder, the Company will generally be
entitled to a federal income tax deduction in respect of non-qualified stock
options in an amount equal to the ordinary compensation income recognized by
the director as described above.
The discussion set forth above does not purport to be complete analysis of
the potential tax consequences relevant to recipients of options or to the
Company or to describe tax consequences based on particular circumstances. It
is based on federal income tax and interpretational authorities as of the date
of this Proxy Statement, which are subject to change at any time.
The total number of shares of Common Stock that may be subject to options
issued pursuant to the 1997 Plan is 100,000. The number and the terms of
outstanding options are subject to automatic adjustment in the event of
reorganization, merger, consolidation, recapitalization, stock splits,
combination or exchange of shares, stock dividends or other similar events.
The 1997 Plan will have a ten-year term and will be administered by the Board
of Directors.
A complete copy of the 1997 Plan is set forth in Exhibit A to this Proxy
Statement, and the preceding discussion of the 1997 Plan is qualified in its
entirety by reference to it. The adoption of the 1997 Plan requires the
approval of the affirmative vote of a majority of the votes cast, provided that
the total votes cast represent over fifty percent (50%) in interest of all
shares of Common Stock entitled to vote on this matter. Accordingly, the Board
of Directors recommends a vote "FOR" approval and the adoption of the 1997
Plan. Unless instructed to the contrary, all proxies will be voted for the
approval and adoption of the 1997 Plan.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has, subject to ratification by the Company's
shareholders, appointed Deloitte & Touche LLP, independent certified public
accountants, to audit the financial statements of the Company for the year
ending December 31, 1997; said firm has served as the Company's auditors for
more than 30 years. The appointment was made on the recommendation of the
Audit Committee.
The Company expects representatives of Deloitte & Touche LLP to be present
at and available to respond to appropriate questions at the Annual Meeting.
Representatives of Deloitte & Touche LLP will have the opportunity to make a
statement if they so desire.
Stockholder ratification of the Company's independent certified public
accountants is not required by the Company's By-Laws or otherwise. The Board
of Directors has elected to seek such ratification as a matter of good
corporate practice and unanimously recommends a vote "FOR" such ratification of
the appointment of Deloitte & Touche LLP, independent certified public
accountants, to serve as the Company's auditors for the year 1997. If the
shareholders do not ratify this appointment, the Audit Committee will consider
recommending to the Board of Directors the appointment of other auditors.
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<PAGE> 15
OTHER BUSINESS
Management of the Company does not know of any other business that may be
presented at the Meeting. If any matter not described herein should be
presented for stockholder action at the Meeting, the persons named in the
enclosed Proxy will vote the shares represented thereby in accordance with
their best judgment.
STOCKHOLDER PROPOSALS FOR
PRESENTATION AT THE 1998 ANNUAL MEETING
If a shareholder desires to present a proposal for action at the annual
meeting of shareholders to be held in 1998, and such proposal conforms to the
rules and regulations of the Securities and Exchange Commission and is in
accordance with other federal laws as well as the laws of the State of New
York, such proposal must be received by the Company by November 30, 1997, to be
included in the Company's Proxy Statement and proxy for such 1998 meeting.
By Order of the Board of Directors
JOHN W. JOHANSEN
Secretary
Dated: March 28, 1997
================================================================================
EXHIBIT A
SUPERIOR SURGICAL MFG. CO., INC.
1997 NON-EMPLOYEE DIRECTOR NONSTATUTORY STOCK OPTION PLAN
1. Purpose. The purpose of this Superior Surgical Mfg. Co., Inc. 1997
Non-Employee Director Nonstatutory Stock Option Plan (the "Plan") is to give
certain Non-Employee members of the Board of Directors ("Board") of Superior
Surgical Mfg. Co., Inc., a New York corporation ("Company") and former members
of the Board ("Non-Employee Directors"), an opportunity to acquire shares of
the common stock of the Company, $1.00 par value ("Common Stock"), to provide
an incentive for such Non-Employee Directors to continue to promote the best
interests of the Company and enhance its long-term performance, and to provide
an incentive for Non-Employee Directors to join or remain members of the Board.
2. Participants in the Plan. Any director of the Company that is not an
employee or paid consultant of the Company shall participate in the Plan. In
addition, the Board may designate from time to time certain former directors of
the Company to participate in the Plan and the Board may, at any time,
terminate the participation of such persons in the Plan. Participants in the
Plan are referred to herein as "Non-Employee Directors."
3. Awards Under the Plan. Each Non-Employee Director shall be entitled to
receive each year, at the close of business of the Company's annual
shareholder's meeting, an option to purchase 1000 shares of the Common Stock if
the Company had positive earnings for the Company's preceding fiscal year
excluding extraordinary items and the cumulative effect of accounting changes.
Such option shall be fully exercisable upon grant. The Board may, from time to
time, in its discretion and without further action by the shareholders of the
Company, increase or decrease the number of options awarded to Non-Employee
Directors under the Plan. Options awarded hereunder shall not be "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended.
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<PAGE> 16
4. Price. The per share exercise price of each option shall be equal to
the fair market value of the Common Stock subject to such option on the date
the option is granted.
5. Option Term.
(a) Termination Other Than Disability or Death. Each option shall
expire on the first to occur of: (i) Ten (10) years from the date of grant,
(ii) in the case of a Non-Employee director who is serving as a director at the
time of grant, Ninety (90) days after termination of the Non-Employee Director's
service as a director and (iii) in the case of a Non-Employee Director who is
not serving as a director at the time of grant, Ninety (90) days after the
Board delivers written notice of termination of the options to the Non-Employee
Director.
(b) Termination Due to Disability or Death. If a Non-Employee Director
dies or becomes disabled (as determined by the Board), his or her options, if
any, shall expire on the first to occur of the expiration date set forth in the
applicable option Agreement and the one (1) year anniversary of his death or
disability.
6. Option Agreement. Options shall be subject to the terms and conditions
and shall be evidenced by a written stock option agreement ("Option Agreement")
between the Non-Employee Director and the Company of the form attached hereto
as Exhibit "A" with such changes as the Board of Directors may from time to
time approve.
7. Maximum Shares of Stock Subject to Plan. The aggregate number of
shares of Common Stock available for grant to Non-Employee Directors under the
Plan is One Hundred Thousand (100,000) shares, subject to adjustment pursuant
to Paragraph 8 hereof. Shares of Common Stock issued pursuant to the Plan may
be either authorized but unissued shares or shares now or hereafter held in the
treasury of the Company. In the event that, prior to the end of the period
during which options may be granted under the Plan, any option under the Plan
expires unexercised or is terminated, surrendered or cancelled without being
exercised, in whole or in part, for any reason, the number of shares
theretofore subject to such option or the unexercised, terminated, forfeited or
unearned portion thereof, shall be added to the remaining number of shares of
Common Stock available for grant as a option under the Plan, including a grant
to a former holder of such option, upon such terms and conditions as the Board
shall determine, which terms may be more or less favorable than those
applicable to such former option.
8. Adjustment Provisions. The aggregate number of shares of Common Stock
with respect to which options may be granted, the aggregate number of shares of
Common Stock subject to each outstanding option, and the exercise price per
share of each such option, may all be appropriately adjusted as the Board may
determine for any increase or decrease in the number of shares of issued Common
Stock resulting from a subdivision or consolidation of shares, stock split,
recapitalization, merger, consolidation or the payment of a share dividend or
other increase or decrease in the number of such shares outstanding effected
without receipt of consideration by the Company. Adjustments under this
Paragraph shall be made according to the sole discretion of the Board and its
decisions shall be binding and conclusive.
9. Exercise Procedures and Payment of Option Price. Any option granted
under the Plan may be exercised by delivering to the Secretary of the Company
written notice of the number of shares of Common Stock with respect to which
the option is being exercised. Except as otherwise provided in the Plan or in
any option Agreement, the purchase price of Common Stock upon exercise of any
option by a Non-Employee Director shall be paid in full (i) in cash or
certified check by the Non-Employee Director, (ii) by a broker-dealer to whom
the Non-Employee Director has submitted an exercise notice consisting of a
fully endorsed option, (iii) in Common Stock owned by the Non-Employee for at
least six (6) months valued at its fair market value on the date of exercise,
(iv) by agreeing to surrender the option then exercisable by him or her valued
at the excess of the aggregate fair market value of the Common Stock subject to
such option on the date of exercise over the aggregate option exercise price of
such Common Stock or (v) by directing the Company to withhold such number of
shares of Common Stock otherwise issuable upon exercise of such option having
an aggregate fair market value on the date of exercise equal to the exercise
price of the option. In the case of payment pursuant to (ii), (iii), (iv), or
(v) above, the Non-Employee Director's election must be made on or prior to the
date of exercise of the option and must be irrevocable. The Company shall
issue, in the name of Non-Employee Director, stock certificates representing
the total number of shares of Common Stock issuable pursuant to the exercise of
any option as soon as reasonably practicable after such exercise.
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<PAGE> 17
10. Transferability of Options. No option may be transferred, assigned,
pledged or hypothecated (whether by operation of law or otherwise), except by
will or applicable laws of descent or distribution.
11. Effective Date and Term of Plan.
(a) Effective Date of Plan. The Plan shall become effective January 1,
1997, subject to approval of the Plan by the holders of a majority of the
shares of Common Stock of the Company at its next scheduled shareholders'
meeting, and the Plan shall be null and void and of no effect if such condition
is not fulfilled, and in such event each option granted hereunder shall,
notwithstanding any of the preceding provisions of the Plan, be null and void
and of no effect.
(b) Term of Plan. No grant or award shall be made under the Plan more
than ten (10) years from the earlier of the date of adoption of the Plan by the
Board and shareholder approval hereof.
12. Fair Market value. Whenever the fair market value of Common Stock is
to be determined under the Plan as of a given date, such fair market value
shall be the closing price of the Common Stock on such date.
13. Termination and Amendment of Plan. The Board, without further action
on the part of the shareholders of the Company, may from time to time alter,
amend or suspend the Plan or any option granted hereunder or may at any time
terminate the Plan, except that, unless approved by a majority of the
shareholders, the Board may not (except to the extent provided in Paragraph 8
hereof): (i) materially increase the total number of shares of Common Stock
available for grant under the Plan or (ii) materially change the class of
persons eligible to be granted options under the Plan. No action taken by the
Board under this Paragraph 12 may materially and adversely affect any
outstanding option without the consent of the holder thereof.
14. Securities Laws. The Company may from time to time impose any
conditions on the exercise of the options as it deems necessary or advisable to
ensure that the options granted hereunder, and each exercise thereof, satisfy
the applicable requirements of federal and state securities laws. Such
conditions to satisfy applicable federal and state securities laws may include,
without limitation, the partial or complete suspension of the right to exercise
the options until the offering of the shares covered by the options have been
registered under the Securities Act of 1933, or the printing of legends on all
stock certificates issued to the Non-Employee Director referring to the
restrictions on the transferability of such shares.
15. Right to Terminate Service on Board. Nothing in the Plan or any
agreement entered into pursuant to the Plan shall confer upon any Non-Employee
Director the right to continue in service on the Board or affect any right
which the Company may have to terminate the service of the Non-Employee
Director.
16. Rights as a Shareholder. No Non-Employee Director shall have any
right or privileges as a shareholder unless and until certificates for shares
of Common Stock are issuable to him or her.
17. Notices. Every direction, revocation or notice authorized or required
by the Plan shall be deemed delivered to the Company (i) on the date it is
personally delivered to the Secretary of the Company at its principal executive
offices or (ii) three (3) business days after it is sent by registered or
certified mail, postage prepaid, addressed to the Secretary at such offices;
and shall be deemed delivered to a Non-Employee Director (A) on the date it is
personally delivered to him or her or (B) three (3) business days after it is
sent by registered or certified mail, postage prepaid, addressed to him or her
at the last address shown for him or her on the records of the Company.
18. Elimination of Fractional Shares. If under any provision of the Plan
that requires a computation of the number of shares of Common Stock subject to
a option, the number so computed is not a whole number of shares of Common
Stock, such number of shares of Common Stock shall be rounded down to the next
whole number.
19. Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and options granted hereunder shall
be determined in conformity with the laws of the State of Florida.
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<PAGE> 18
APPENDIX
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<S> <C> <C> <C> <C>
SUPERIOR SURGICAL MFG. CO., INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints GERALD M. BENSTOCK, SAUL SCHECHTER, and ALAN D. SCHWARTZ, or any one of them, as proxies
with full power of substitution, to represent and to vote the shares of the undersigned at the Annual Meeting of Shareholders to be
held at 10 A.M. (local time) on Friday, May 2, 1997 at the offices of the Company, 10099 Seminole Boulevard, Seminole, Florida, and
at any adjournment or postponement thereof, as instructed on the reverse side.
(Continued on the reverse side)
-FOLD AND DETACH HERE-
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3. PLEASE MARK
YOUR VOTES AS
INDICATED IN [X]
THIS EXAMPLE
===================================================================================================================================
WITHHOLD
FOR FOR ALL FOR AGAINST ABSTAIN
PROPOSAL 1. The election of eight Directors PROPOSAL 2. To consider and vote upon a proposal
as set forth in the Proxy Statement Gerald N. to approve the Superior Surgical Mfg. Co., Inc.
Benstock, Alan D. Schwartz, Michael Benstock, 1997 Non-Employee Director Nonstatutory Option Plan.
Saul Schechter, Peter Benstock, Thomas K.
Riden, Manuel Gaetan and Sidney Kirschner. PROPOSAL 3. The ratification of the appointment of
Deloitte & Touche LLP as the Company's independent
Instructions: To withhold authority to vote auditors for the year 1997.
for any individual nominee(s), write that
nominee's name in the space provided below.
- --------------------------------------------- OTHER BUSINESS. The Proxies are authorized to vote in
their discretion upon such other business as may properly
- --------------------------------------------- come before the meeting and any adjournment or
postponement thereof.
- ---------------------------------------------
====================================================================================================================================
Please check this box if you plan to attend the
Annual Meeting of Shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
-----------------------------------------------
-----------------------------------------------
Signature(s)
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS AT LEFT. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR
CORPORATE OFFICER, PLEASE GIVE YOUR FULL
TITLE AS SUCH.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.
Date
-------------------------------------
- FOLD AND DETACH HERE -
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