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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
JAYARK CORPORATION
(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 O-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
O-11:1
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 O-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:
NOTICE
OF
ANNUAL MEETING
OF
STOCKHOLDERS
To Be Held
November 25, 2002
To the Stockholders:
The annual meeting of the stockholders of Jayark Corporation
(the "Company") will be held at 300 Plaza Drive, Vestal,
New York 13850, on November 25, 2002, at 9:00 a.m. Local time,
for the following purposes:
1. To elect two (2) additional directors to serve until
the expiration of their three-year term and until their
successor is duly elected and qualified;
2. To ratify the appointment by the Board of Directors
of KPMG LLP as the independent accountants of the Company
for the fiscal year ending April 30, 2003.
3. To transact such other business as may properly be
brought before the meeting or any adjournments thereof.
Only stockholders of record at the close of business on October
15, 2002, are entitled to notice of and to vote at the annual
meeting or adjournment(s) thereof.
Your attention is called to the proxy statement on the
following pages. We hope that you will attend the annual
meeting. If you do not plan to attend, kindly sign, date,
and mail the enclosed proxy in the envelope, which requires
no postage if mailed in the United States. Your vote is
important regardless of the number of shares you own.
By Order Of The Board Of Directors
David L. Koffman, President
October 7, 2002
JAYARK CORPORATION
PROXY STATEMENT
Mailed to Stockholders on October 21, 2002
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Jayark Corporation
(the "Company") of proxies in the enclosed form for use at
the annual meeting of stockholders (the "Annual Meeting") to
be held at 9:00 a.m. Local time at 300 Plaza Drive, Vestal,
New York 13850, on November 25, 2002, and at any adjournment(s)
thereof.
A copy of the Company's Annual Report on Form 10-K for the
year ended April 30, 2002, is enclosed.
The solicitation of proxies in the accompanying form will be
made at the Company's expense, primarily by mail and through
brokerage and banking institutions. Those institutions will be
requested to forward soliciting materials to the beneficial
owners of the stock held of record by them and will be
reimbursed for their reasonable forwarding expenses.
Any proxy given pursuant to such solicitation and received in
time for the meeting will be voted in accordance with the
instructions, if any, given in that proxy. If no instructions
are specified, proxies will be voted FOR the election of the
nominee named in Proposal Number 1 of this Proxy Statement and
in favor of the additional proposals set forth herein. At the
date of this Proxy Statement, the management of the Company
does not know of any business to be presented at the Annual
Meeting other than those matters that are set forth in the
Notice accompanying this Proxy Statement. If any other
business should properly come before the Annual Meeting, it
is intended that the shares represented by proxies will be voted
with respect to such business in accordance with the judgment
of the persons named in the proxy. Any proxies may be revoked
by written notice received by the Secretary of the Company at
any time prior to the voting thereof.
Only stockholders of record at the close of business on
October 15, 2002, are entitled to notice of and to vote at the
Annual Meeting or adjournments thereof. At that date, the Company
had outstanding 2,766,396 shares of common stock, $.01 par value
(the "Common Stock"). Each share of Common Stock entitles the
record holder thereof to one vote. Abstentions and broker non-votes
will be included in the determination of the number of shares
represented at the Annual Meeting. Abstentions will have the same
effect as a vote against a proposal; broker non-votes, however,
are not included in the tally of votes cast and will
not affect the outcome of a proposal.
Principal Stockholders And Security Ownership of Management
The following table sets forth as of June 6, 2002, the
holdings of the Company's Common Stock by those persons
owning of record, or known by the Company to own
beneficially, more than 5% of the Common Stock, the
holdings by each director or nominee, the holdings by
certain executive officers and by all of the executive
officers and directors of the Company as a group.
PRINCIPAL STOCKHOLDERS
Name and Address of Amount and Nature of % of
Beneficial Owner Beneficial Ownership Note (1) Class
- -------------------------------------------------------------
David L. Koffman
300 Plaza Drive,
Vestal, NY 13850 1,263,033 45.7%
Vulcan Properties, Inc.
505 Eighth Ave Suite 300
New York, NY 10018 292,189 10.6%
Burton I. Koffman
300 Plaza Drive,
Vestal, NY 13850 185,819 2,3 6.7%
Ruthanne Koffman
300 Plaza Drive,
Vestal, NY 13850 183,665 6.6%
Jeffrey P. Koffman
150 East 52nd Street,
New York, NY 10022 148,402 5.4%
Frank Rabinovitz
6116 Skyline Drive,
Houston, TX 77057 68,426 2.5%
Richard Ryder
15 Campbell Road,
Binghamton, NY 13905 24,000 0.9%
Robert C. Nolt
300 Plaza Drive,
Vestal, NY 13850 10,000 0.4%
All Directors & Executive
Officers as a Group 1,513,861 54.7%
1. All shares are owned directly by the individual named,
except as set forth herein. David L. Koffman and Jeffrey
P. Koffman are sons of Burton I. Koffman. Ruthanne
Koffman is the wife of Burton I. Koffman.
2.Excludes 4,200 shares owned by a charitable foundation of
which Burton I. Koffman is President and Trustee.
3. Includes 53,700 shares owned as tenants in common by
brothers Richard E. Koffman and Burton I. Koffman.
PROPOSAL NUMBER 1
Election of Directors
Two (2) directors are to be elected by the stockholders,
to the Company's classified Board of Directors, to hold
office for a three-year period and until their successor
is duly elected and qualified or until their earlier death,
resignation or removal.
The Company's nominees for election as directors is listed
below. The affirmative vote of a plurality of the votes of
the cast by stockholders present in person or represented
by proxy at the meeting and entitled to vote is required for
the election of the directors. While the Board of Directors
has no reason to believe that any of those named will not be
available as a candidate, should such a situation arise, the
proxy will be voted for the election of substitute nominee
selected by the Board.
Nominee For Director
Term Position & Offices Director
Name Age Expires Presently Held Since
- --------------------------------------------------------------
Arthur Cohen 73 2002 Director 1990
Jeffrey P. Koffman 36 2002 Director 1999
The following table is a listing of current Directors of the
Company:
CURRENT DIRECTORS
Term Position Director
Name Age Expires Presently Held Since
- ----------------------------------------------------------------
David Koffman 43 2004 Chairman, President, 1983
Chief Executive Officer
and Director
Frank Rabinovitz 59 2004 Executive Vice President, 1989
Chief Operating Officer,
Director and President of
AVES
Robert C. Nolt 54 2005 Chief Financial Officer 1998
and Director
Arthur G. Cohen 73 2002 Director 1990
Jeffrey P. Koffman 36 2002 Director 1999
Richard Ryder 56 2004 Director 2001
Paul Garfinkle 61 2004 Director 2001
David L. Koffman was elected President and Chief Executive
Officer of the Company in December 1988. Prior to that
time, he served as Director and Vice President of the
Company for over seven years.
Frank Rabinovitz was elected Executive Vice President,
Chief Operating Officer and Director of the Company in
1989. In addition, he is the President of the Company's
audiovisual subsidiary and has served in this capacity
for more than fourteen years, as well as in various other
executive and management capacities since 1980.
Robert C. Nolt is Chief Financial Officer and Director of
the Company. In addition, Mr. Nolt is Chief Financial
Officer of Binghamton Industries, Inc., a company controlled
by the principal shareholders of the Company. Prior to
joining the Company, Mr. Nolt was Vice President of Finance
of RRT-Recycle America, Inc. Mr. Nolt is a Certified Public
Accountant with over 28 years of experience in the Accounting
field and has served in a number of executive positions.
Before joining RRT in 1993, Mr. Nolt was Chief Financial
Officer for the Vestal, NY based Ozalid Corporation.
Arthur G. Cohen has been a real estate developer and investor
for more than ten years. Mr. Cohen is a Director of Baldwin
and Arlen, Inc. Burton I. Koffman and Richard E. Koffman are
parties to an agreement with Arthur G. Cohen pursuant to which
they have agreed to vote their shares in favor of the election
of Mr. Cohen to the Board of Directors of the Company.
Jeffrey P. Koffman was elected Director of the Company in 1999.
Mr. Koffman has served as a Director of Apparel America, Inc.
since June 1995 and Executive Vice-President of Apparel
America, Inc. from June 1994 to February 1996. Mr. Koffman
was appointed President of Apparel America, Inc. in February
1996. Apparel America, Inc. filed for protection from its
creditors under Chapter 11 in 1998. Mr. Koffman served as a
financial analyst with Security Pacific from 1987 to 1989.
In 1989, Mr. Koffman became Vice-President of Pilgrim Industries
and in 1990, he became the President of that Company. From 1994
to present, Mr. Koffman has served in an executive capacity with
Tech Aerofoam Products.
Richard Ryder was elected Director of the Company in 2001.
Dr. Ryder has been a practicing physician in the Binghamton,
NY area for the past 23 years. He is board certified in
cardiology and internal medicine. Dr. Ryder is a graduate
of Wake Forest University Medical School and pursued his
cardiology training at Georgetown University.
Paul Garfinkle was elected Director of the Company in 2001.
Mr. Garfinkle is currently a business consultant, having
retired from BDO Seidman, LLP, where he had been employed
for 36 years and was an audit partner for 26 years.
Information Concerning Operations Of The Board of Directors
The Executive Committee of the Board of Directors consists
of Mr. David L. Koffman (Chair) and Mr. Frank Rabinovitz.
The function of the Executive Committee is to exercise the
powers of the Board of Directors to the extent permitted by
Delaware law. As a rule, the Executive Committee meets to
take action with respect to matters requiring Board of
Directors approval and which cannot await a regular meeting
of the Board or the calling of a special meeting. Under
Delaware law and the Company's By-laws, both the Board and
Executive Committee can act by unanimous written consent to
all members.
The Stock Option Committee of the Board of Directors
administers the Company's 2001 Stock Option Plan, giving it
authority to exercise powers of the Board with respect to the
Plan. The Stock Option Committee consists of Mr. Robert Nolt
(Chair), Mr. Jeffrey Koffman, Mr. Paul Garfinkle and
Dr. Richard Ryder.
The Audit Committee of the Board of Directors consists of
Mr. Paul Garfinkle (Chair), Dr. Richard Ryder and
Mr. Arthur Cohen. The Audit Committee was created in 2001
to administer and coordinate the activities and results of
the annual audit of the Company by independent accountants
and to comply with NASDAQ listing requirements.
The Compensation Committee of the Board of Directors was
created in 1993 to administer and review compensation
structure, policy and levels of the Company. The
Compensation Committee is composed of Mr. Jeffrey Koffman
(Chair), Dr. Richard Ryder and Mr. Paul Garfinkle.
Report of the Audit Committee
The Audit Committee of the Board of Directors consists of Mr.
Paul Garfinkle (Chair), Dr. Richard Ryder and Mr. Arthur
Cohen. As of the fiscal year ending April 30, 2002, all audit
Committee members are independent as defined under the standard
Listing requirements of the New York State Stock Exchange.
The Audit Committee oversees all material aspects of the
Company's financial reporting, control and audit functions,
except those specifically related to the responsibilities
of another standing committee of the board. The Audit
Committee's role includes a particular focus on the
qualitative aspects of financial reporting to shareholders
and on company processes for the management of business/
financial risk and for compliance with significant
applicable legal, ethical and regulatory requirements.
In fulfilling its responsibilities, the Committee reviewed
with management the audited financial statements for the
fiscal year ended April 30, 2002. The review included a
discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial
statements.
The Company's independent accountants are responsible for
expressing an opinion on the conformity of the audited
financial statements with accounting principles generally
accepted in the United States of America. The Committee
reviewed with KPMG LLP, the Company's independent
accountants, KPMG LLP's judgment as to the quality,
not just the acceptability, of the Company's accounting
principles and such other matters as are required to be
discussed with the Committee under generally accepted
auditing standards. The Committee also discussed with
KPMG LLP, the independent accountants independence from
management and the Company, including the matters contained
in the written disclosures required by the Independence
Standards Board.
The Committee discussed with the independent accountants
the overall scope and plans for their audit. The Committee
met with the independent accountants, with and without
management present, to discuss the results of their
examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial
reporting.
Based upon the reviews and discussions referred to above,
the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the
Annual Report on Form 10K for the fiscal year ended
April 30, 2002 for filing with the Securities and Exchange
Commission. The Committee also recommended to the Board
the appointment of KPMG LLP as the Company's independent
accountants for 2003.
Audit Fees
The following table sets forth fees billed to the Company
by KPMG LLP and BDO Seidman LLP for services rendered for
the audit of the Company's annual financial statements for
fiscal 2002 and review of quarterly financial statements.
Audit Fees $95,274
Information Technology Consulting Fees --
All Other Fee --
Executive Officers
The following sets forth the names, ages and positions
who are not directors and who are executive officers of
the Company:
See Chart under Directors for executive officers.
Compensation of Directors and Executive Officers
Set forth in the following table is certain information
relating to the approximate remuneration paid by the
Company during the last three fiscal years to the chief
executive officer and each of the most highly compensated
executive officers whose total compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE (1,2,3,4)
Annual Compensation
Year Salary Bonus
-----------------------------
David L. Koffman 2002 $ 81,000 $--
Chairman, President and Chief 2001 $ 81,000 $--
Executive Officer 2000 $ 81,000 $--
Frank Rabinovitz 2002 $162,000 $50,000
Director, Executive Vice 2001 $187,000 $62,000
President, Chief Operating 2000 $162,000 $50,000
Officer, President of AVES
(1) Does not include the value of non-cash compensation to
the named individuals, which did not exceed the lesser of
$50,000 or, 10% of such individuals' total annual salary
and bonus. The Company provides a vehicle to each of the
named executives for use in connection with Company business
but does not believe the value of said vehicles and other
non-cash compensation, if any, exceeds the lesser of $50,000
or 10% of the individual's total annual salary and bonus.
(2) The Company has entered into Split Dollar Insurance
Agreements with David L. Koffman and Frank Rabinovitz,
pursuant to which the Company has obtained insurance
policies on their lives in the approximate amounts of
$5,743,400 and $497,700, respectively. The premium is
paid by the Company. Upon the death of the individual,
the beneficiary named by the individual is entitled to
receive the benefits under the policy. The approximate
amounts paid by the Company during the fiscal year ended
April 30, 2001 for this insurance coverage were $36,000
and $25,373, respectively. Such amounts are not
included in the above table.
(3) The Company has accrued Mr. Koffman's fiscal 2002, 2001
and 2000 salary, however, he has deferred payment until such
time as the Company's working capital position improves.
The Company's 2001 Stock Option Plan allows for the granting
of 250,000 shares of the Company's common stock. The Plan
provides for the granting to employees and to others who are
in a position to make significant contribution to the success
of the Company and its subsidiaries. The options granted may
be either incentive stock options as defined in Section 422 of
the Internal Revenue Code of 1986, as amended, or options that
are not incentive options, or both. The exercise price of each
option shall be determined by the Board but, in the case of an
incentive option, shall not be less than 100% (110% in the case
of an incentive option granted to a ten-percent stockholder) of
the fair market value of the stock subject to the option on the
date of grant; nor shall the exercise price of any option be
less, in the case of an original issue of authorized stock, than
par value.
Options shall be exercisable during such period or periods as
the Board may determine, but in no case after the expiration
of ten years (five years in the case of an incentive option
granted to a "ten percent stockholder" from the date of grant.)
In the discretion of the Board, options may be exercisable (i)
in full upon grant or (ii) over or after a period of time
conditioned on satisfaction of certain Company, division,
group, office, individual or other performance criteria,
including the continued performance of services to the Company
or its subsidiaries.
Unexercised options expire on the earlier of (i) the date that
is ten years from the date on which they were granted (five
years in the case of an Incentive Option granted to a "ten
percent stockholder"), (ii) the date of the termination of an
option holder for any reason other than termination not for
cause, death or disability (as defined in the Stock Option Plan),
or (iii) the earlier of one year, or the expiration date of such
option, from the date of the optionee's disability or death.
There were 180,000 stock options outstanding at April 30, 2002.
Report of the Compensation Committee of the Board of Directors
on Executive Compensation
Except pursuant to its 2001 Stock Option Plan, the Company does
not have any formal annual incentive program, cash or otherwise,
nor does it make annual grants of stock options. Cash bonuses
and stock options, including bonuses and options paid to
executive officers, have generally been awarded based upon
individual performance, business unit performance and
corporate performance, in terms of cash flow, growth and
net income as well as meeting budgetary, strategic and business
plan goals.
The Company is committed to providing a compensation program
that helps attract and retain the best people for the business.
The Company endeavors to achieve symmetry of compensation paid
to a particular employee or executive and the compensation
paid to other employees or executives both inside the Company
and at comparable companies.
The remuneration package of the Chief Executive Officer includes
a percentage bonus based on the Company's profitable performance.
Comparison of Five-Year Cumulative Returns
4/30/97 4/30/98 4/30/99 4/30/00 4/30/01 4/30/02
-----------------------------------------------
Jayark Corp. 100.00 27.76 16.72 28.82 15.65 12.46
CRSP Index For NASDAQ
Stock Market
(US Companies) 100.00 148.19 201.69 306.22 167.87 133.90
CRSP Index for NASDAQ
Industrial Stocks 100.00 139.36 149.47 212.74 143.59 137.22
PROPOSAL NUMBER 2
Independent Accountants
KPMG LLP was the Company's independent accountant for the
fiscal year ending April 30, 2002 and 2001. The Board of
Directors recommends that the stockholders approve the
appointment of KPMG LLP as the Company's principal
accountant for the fiscal year ending April 30, 2003.
Unless otherwise indicated, all properly executed proxies
received by the Company will be voted in favor of the
appointment of KPMG LLP. An adverse vote will be
considered as a direction to the Company to select
other independent accountants in the following year.
It is expected that a representative of KPMG LLP will be
available for the Annual Meeting, with the opportunity to
make a statement if he desires to do so, and will be
available to respond to appropriate questions.
Other Matters
The Board of Directors is not aware of any other matters that
are to be presented to stockholders for formal action at the
meeting. However, if any other matter properly comes before
the meeting or any adjournments thereof, it is the intention
of the persons named in the enclosed form of proxy to vote
those proxies in accordance with their judgment on the matter.
Stockholders Proposals to the 2002 Annual Meeting
Proposals of stockholders to be included in the Company's
proxy materials for the 2003 annual meeting must be received
in writing by the Company at its executive offices not later
than May 15, 2003, in order to be included in the Company's
proxy materials relating to that meeting.
Report on Form 10-K
The Annual Report on Form 10-K, a separate report filed with
the Securities and Exchange Commission, provides more detailed
information on the Company. A copy may be obtained, without
charge, by a written request directed to Jayark Corporation,
300 Plaza Drive, Vestal, New York 13850. The Company will also
furnish any exhibits described in the list accompanying the
Form 10-K, upon written request and payment of reasonable fees
relating to the Company's furnishing such exhibits.
Inquiries
Stockholder inquiries regarding changes of address, transfer
of certificates and lost certificates should be directed to
the Company's transfer agent: American Stock Transfer & Trust
Company, 40 Wall Street, 46th Floor, New York, New York 10005.
By Order Of The Board Of Directors
APPENDIX A
JAYARK CORPORATION
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Committee Role
The committee's role is to act on behalf of the board of
directors and oversee all material aspects of the company's
financial reporting, control and audit functions, except
those specifically related to the responsibilities of
another standing committee of the board. The audit
committee's role includes a particular focus on the
qualitative aspects of financial reporting to shareholders
and on company processes for the management of business/
financial risk and for compliance with significant
applicable legal, ethical and regulatory requirements.
The role also includes coordination with other board
committees and maintenance of strong, positive working
relationships with management, external auditors, counsel
and other committee advisors.
Committee Membership
The committee shall consist of at least three, and no more
than six, independent, non-executive board members.
Committee members shall have: (1) knowledge of the primary
industries in which the company operates; (2) the ability to
read and understand fundamental financial statements,
including a company's balance sheet, income statement,
statement of cash flows and key performance indicators;
and (3) the ability to understand key business and financial
risks and related controls and control processes. The
committee shall have access to its own counsel and other
advisors at the committee's sole discretion.
At least one member, preferably the chair, should be literate
in business and financial reporting and control, including
knowledge of the regulatory requirements, and should have
past employment experience in finance or accounting or other
comparable experience or background. Committee appointments
shall be approved annually by the full board upon
recommendation of the nominating committee. The committee
chairperson shall be selected by the committee members or by
the nominating committee.
Committee Operating Principles
The committee shall fulfill its responsibilities within the
context of the following overriding principles.
Communications
The chair and others on the committee shall, to the extent
appropriate, maintain an open avenue of contact throughout
the year with senior management, other committee chairs and
external auditors, as applicable, to strengthen the
committee's knowledge of relevant current and prospective
business issues.
Education/Orientation
The committee, with management, shall develop and participate
in a process for review of important financial and operating
topics that present potential significant risk to the company.
Additionally, individual committee members are encouraged to
participate in relevant and appropriate self-study education
to ensure understanding of the business and environment I
which the company operates.
Meeting Agenda
Committee meeting agendas shall be the responsibility of the
committee chair, with input from committee members. It is
expected that the chair would also ask for management and
key committee advisors and perhaps others, to participate
in this process.
Expectations and Information Needs
The committee shall communicate committee expectations and
the nature, timing and extent of committee information needs
to management, external parties, including external auditors.
Written materials, including key performance indicators and
measures related to key business and financial risks, shall be
received from management, auditors and others, in advance of
meeting dates. Meeting conduct will assume committee members
have reviewed written materials in sufficient depth to
participate in committee/board dialogue.
External Resources
The committee shall be authorized to access internal and
external resources, as the committee requires to carry out
its responsibilities.
Meeting Attendees
The committee shall request members of management, counsel,
and external auditors, as applicable, to participate in
committee meetings, as necessary, to carry out the
committee's responsibilities. Periodically and at least
annually, the committee shall meet in private session with
only the committee members. It shall be understood that
external auditors, or counsel, may, at any time, request a
meeting with the audit committee or committee chair with or
without management's attendance. In any case, the committee
shall meet in executive session separately with external
auditors, at least annually.
Meeting Frequency
The committee shall meet at least three times a year.
Additional meetings shall be scheduled as considered
necessary by the committee or chair.
Reporting to the Board of Directors
The committee, through the committee chair, shall report
periodically, as deemed necessary, but at least
semiannually, to the full board. In addition,
summarized minutes from committee meetings, separately
identifying monitoring activities from approvals, shall
be available to each board member prior to the subsequent
board of director's meeting.
Self-Assessment
The committee shall review, discuss and assess its own
performance as well as its role and responsibilities,
seeking input from senior management, the full board and
others. Changes in role and/or responsibilities, if any,
shall be recommended to the full board for approval.
Committee Responsibilities
Financial Reporting
* Review and assess the annual and interim financial
statements before they are released to the public or
filed with the SEC.
* Review and assess the key financial statement issues
and risks, their impact or potential effect on reported
financial information, the processes used by management
to address such matters, related auditors' views, and
the basis for audit conclusions.
* Approve changes in important accounting principles and
the application thereof in both interim and annual
financial reports.
* Advise financial management and the external auditors
that they are expected to provide a timely analysis of
significant current financial reporting issues and
practices.
Risks and Controls
* Review and assess the company's business and financial
risk management process, including the adequacy of the
overall control environment and controls in selected
areas representing significant risk.
* Review and assess the company's system of internal
controls for detecting accounting and financial reporting
errors, fraud and defalcations, and legal violations. In
that regard, review the related findings and recommendations
of the external auditors, together with management's
responses.
* Review with legal counsel any regulatory matters that may
have a material impact on the financial statements.
* Review the results of the annual audits of directors and
officers' expense accounts and management perquisites
prepared by the company's controller.
External Auditors
* Recommend the selection of the external auditors for
approval by the board of directors.
* Instruct the external auditors that they are responsible
to the board of directors and the audit committee as
representatives of the shareholders. In that regard,
confirm that the external auditors will report all relevant
issues to the committee in response to agreed-upon
expectations.
* Review the performance of the external auditors.
* Obtain a formal written statement from the external
auditors consistent with standards set by the Independence
Standards Board. Additionally, discuss with the auditors
any relationships or non-audit services that may affect
their objectivity or independence.
* Consider, in consultation wit the external auditors, their
audit scopes and plans to ensure completeness of coverage,
reduction of redundant efforts and the effective use of audit
resources.
* Review and approve requests for any consulting services to
be performed by the external auditors, and be advised of any
other study undertaken at the request of management that is
beyond the scope of the audit engagement letter.
* Review with management and the external auditors the
results of the annual audits and related comments in
consultation with other committees as deemed appropriate,
including any difficulties or disputes with management, any
significant changes in the audit plans, the rationale behind
adoptions and changes in accounting principles, and accounting
estimates requiring significant judgments.
* Provide a medium for the external auditors to discuss with
the audit committee their judgments about the quality, not
just the acceptability, of accounting principles and
financial disclosure practices used or proposed to be
adopted by the company.
Other
* Review and update the committee's charter
* Review and update the company's code of conduct.
* Review and approve significant conflicts of interest and
related party transactions.
* Conduct or authorize investigations into any matters
within the committee's scope of responsibilities. The
committee will be empowered to retain independent counsel
and other professionals to assist in conducting any
investigation.
JAYARK CORPORATION
2002 ANNUAL MEETING OF STOCKHOLDERS
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS ON
NOVEMBER 25, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF
OF THE COMPANY
OCTOBER 21, 2002
The undersigned stockholder of Jayark Corporation, a
Delaware corporation (the "Company"), hereby acknowledges
receipt of the Notice of Annual Meeting of Stockholders and
Proxy statement, each dated October 21, 2002, and hereby
appoints David L. Koffman and Robert C. Nolt, and each of
them, proxies and attorneys-in-fact, with full power to each
of substitution and resubstitution, on behalf and in the name
of the undersigned, to represent the undersigned at the 2002
Annual Meeting of Stockholders of the Company, to be held on
November 25, 2002, at 9:00 a.m., local time, at 300 Plaza
Drive, Vestal, New York 13850, and at any adjournments thereof,
and to vote all shares of Common Stock which the undersigned
would be entitled to vote if then and there personally present,
on the matters set forth below:
1. Election of Directors.
Nominee: Arthur Cohen [ ] FOR [ ] WITHHELD
Nominee: Jeffrey P. Koffman [ ] FOR [ ] WITHHELD
2. To ratify the appointment of KPMG LLP as independent
accountants for the fiscal year ending April 30, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any and all such other matters
as may properly come before the meeting or any adjournment
thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR CHANGE OF ADDRESS AND NOTE AT LEFT [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR
THE ELECTION OF ROBERT C. NOLT, FOR THE RATIFICATION OF
KPMG LLP AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
This proxy must be signed exactly as
your appears hereon. Executors,
administrators, trustees, etc. should
give full title as such. If the
stockholder corporation, a duly
authorized officer sign on behalf of
the corporation and should indicate
his or her title.
Date: ____________________________
____________________________
Signature
Date: ____________________________
____________________________
Signature
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.