UNITED STATES
SECURITIES AND EXCHNGE COMMISION
Washington, D. C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
TOFUTTI BRANDS 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:
TOFUTTI BRANDS INC.
50 Jackson Drive
Cranford, New Jersey 07016
Telephone: (908) 272-2400
May 5, 2003
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend
the 2003 Annual Meeting of the Shareholders of Tofutti Brands Inc. The Annual
Meeting will be held at 10:00 a.m. on Wednesday, June 4, 2003, at the Crowne
Plaza, 36 Valley Road, Clark, New Jersey. The Crowne Plaza is located on the
circle off exit 135 of the Garden State Parkway (telephone no. (732) 574-0100).
The matters expected to be acted upon at the Annual Meeting are
described in the attached Proxy Statement. During the meeting, shareholders who
are present at the meeting will have the opportunity to ask questions.
We hope that as many shareholders as possible will personally attend the
Annual Meeting. Whether or not you plan to attend the Annual Meeting, your views
are important. To assure your representation at the Annual Meeting, please
complete, sign and date the enclosed proxy card and promptly return it in the
enclosed envelope.
Sincerely,
/s/David Mintz
David Mintz
Chairman
and Chief Executive Officer
TOFUTTI BRANDS INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 4, 2003
---------------------
Cranford, New Jersey
May 5, 2003
The Annual Meeting of Shareholders of Tofutti Brands Inc. will be held
at the Crowne Plaza, 36 Valley Road, Clark, New Jersey, on Wednesday, June 4,
2003 at 10:00 a.m., for the following purposes:
1. To elect five directors to the Board of Directors for the ensuing
year;
2. To ratify the selection of Wiss & Company, LLP as our independent
public accountants for the fiscal year ending December 27, 2003;
and
3. To act upon any other matters that may properly be brought before
the Annual Meeting and any adjournment thereof.
Shareholders of record at the close of business on May 1, 2003 will be
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By order of the Board of Directors,
/s/Steven Kass
Steven Kass
Secretary
PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
TOFUTTI BRANDS INC.
50 Jackson Drive, Cranford, New Jersey 07016
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF SHAREHOLDERS
June 4, 2003
This Proxy Statement is furnished to shareholders of Tofutti Brands Inc.
in connection with the Annual Meeting of Shareholders to be held at 10:00 a.m.
on Wednesday June 4, 2003 at the Crowne Plaza, 36 Valley Road, Clark, New
Jersey, and at any adjournment thereof. The Board of Directors is soliciting
proxies to be voted at the Annual Meeting.
This Proxy Statement and Notice of Annual Meeting, the proxy card and
our Annual Report to Shareholders are expected to be mailed to shareholders
beginning May 5, 2003.
Proxy Procedure
Only shareholders of record at the close of business on May 1, 2003 are
entitled to vote in person or by proxy at the Annual Meeting.
Our Board of Directors solicits proxies so that each shareholder has the
opportunity to vote on the proposals to be considered at the Annual Meeting.
When a proxy card is returned properly signed and dated, the shares represented
thereby will be voted in accordance with the instructions on the proxy card. If
a shareholder does not return a signed proxy card or does not attend the Annual
Meeting and vote in person, his or her shares will not be voted. Abstentions and
"broker non-votes" are not counted in determining outcomes of matters being
acted upon. They are counted only for determining a meeting quorum. If a
shareholder attends the Annual Meeting, he or she may vote by ballot.
Shareholders are urged to mark the boxes on the proxy card to indicate
how their shares are to be voted. If a shareholder returns a signed proxy card
but does not mark the boxes, the shares represented by that proxy card will be
voted as recommended by the Board of Directors. The proxy card gives the
individuals named as Proxies discretionary authority to vote the shares
represented on any other matter that is properly presented for action at the
Annual Meeting. A shareholder may revoke his or her proxy at any time before it
is voted by: (i) giving notice in writing to the Secretary of the company; (ii)
granting a subsequent proxy; or (iii) appearing in person and voting at the
Annual Meeting.
Cost of Solicitation
The cost of soliciting proxies will be borne by us. Proxies may be
solicited by our directors, officers or regular employees in person or by
telephone or other means. None of these persons will receive additional
compensation for such solicitation but will be reimbursed for actual expenses in
connection therewith. We will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their expenses in accordance with the regulations
of the Securities and Exchange Commission concerning the sending of proxies and
proxy material to the beneficial owners of stock.
Voting
As of May 1, 2003, there were 5,723,667 shares of our common stock
outstanding. The presence of a majority of the outstanding shares of the common
stock, represented in person or by proxy at the meeting, will constitute a
quorum. If a proxy in the accompanying form is properly executed and returned to
us in time for the Annual Meeting and is not revoked prior to the time it is
exercised, the shares represented by the proxy will be voted in accordance with
the directions specified therein for the matters listed on the proxy card.
Unless the proxy specifies that authority to vote is withheld, proxies will be
voted FOR each Proposal and otherwise in the discretion of the proxy holders as
to any other matter that may come before the Annual Meeting.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with our Secretary written notice thereof,
delivered to Tofutti Brands Inc., 50 Jackson Drive, Cranford, New Jersey 07016;
(ii) submitting a duly executed proxy bearing a later date; or (iii) appearing
at the Annual Meeting and giving the Secretary notice of his or her intention to
vote in person. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment thereof and will not be used for any other meeting.
If a nominee for director receives a plurality of the votes cast by the
holders of the outstanding shares of common stock entitled to vote at the Annual
Meeting, he will be elected. An affirmative majority of the votes cast is
required to ratify the appointment of auditors. Abstentions and broker non-votes
are not counted in determining the number of shares voted for or against any
nominee for director or any proposal.
Management has received indications from David Mintz, our Chief
Executive Officer, who is the beneficial owner of approximately 52.4% of the
outstanding shares of our common stock, that he presently intends to vote in
favor of all of the resolutions on the agenda for the Annual Meeting. We believe
that Mr. Mintz owns a sufficient number of shares to elect the five nominees as
directors and to ratify the appointment of Wiss & Company, LLP as our
independent auditors.
Our Annual Report for the fiscal year ended December 28, 2002, which
report is not part of this proxy solicitation, is being mailed to shareholders
with this proxy solicitation. It is anticipated that this Proxy Statement and
the accompanying form of proxy will first be mailed to shareholders on or about
May 5, 2003.
2
Proxy Statement Proposals
Each year at the Annual Meeting, the Board of Directors submits to
shareholders its nominees for election as directors. Shareholders also vote to
ratify or reject the appointment of auditors selected by the Board of Directors.
In addition, the Board of Directors may submit other lawful matters to the
shareholders for action at the Annual Meeting.
Shareholders may submit proposals for inclusion in our future proxy
material. These proposals must meet the shareholder eligibility and other
requirements of the Securities and Exchange Commission. In order to be included
in our year 2004 proxy material, a shareholder's proposal must be received not
later than January 2, 2004 at our headquarters, 50 Jackson Drive, Cranford, New
Jersey 07016, Attention: Secretary.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors has proposed that five directors be elected at
the Annual Meeting to serve until the next Annual Meeting of Shareholders and
the due election and qualification of their successors. The proxies will be
voted, unless otherwise specified, in favor of the election as directors of the
five persons named below. Should any of the nominees not be available for
election, the proxies will be voted for a substitute nominee designated by the
Board. It is not expected that any of the nominees will be unavailable. All of
the nominees are members of the Board, with terms expiring as of the date of
this Annual Meeting.
Background information with respect to the five nominees for director
appears below. See "Security Ownership of Certain Beneficial Owners and
Management" for information regarding such persons' holdings of common stock.
Director
Nominee Principal Occupation Age Since
- ------- -------------------- --- -----
David Mintz Chairman of the Board of Directors 72 1981
and Chief Executive Officer
Reuben Rapoport Director of Product Development and 73 1983
Director
Aron Forem President, Wuhl Shafman Lieberman 48 2000
Corp.
Franklyn Snitow Partner, Snitow & Cunningham 56 1987
Jeremy Wiesen Associate Professor of Business Law 61 1999
and Accounting, Leonard N. Stern
School of Business, New York
University
3
David Mintz has been our Chairman of the Board and Chief Executive
Officer since August 1981.
Reuben Rapoport has been the Director of Product Development since
January 1984 and a director since July 1983.
Aron Forem has been a director since 2000. He is president of Wuhl
Shafman Lieberman Corp., located in Newark, New Jersey, which is one of the
largest produce wholesalers in the Northeast United States. He has been
president of Wuhl Shafman Lieberman Corp. since 1980.
Franklyn Snitow has been a partner in the New York law firm of Snitow &
Cunningham, since 1985 and a director since 1987.
Jeremy Wiesen has been a director since 1999. He has been an Associate
Professor of Business Law and Accounting at the Leonard N. Stern School of
Business, New York University since 1972. He was previously a director and
officer of Tofutti from June 1983 through January 1986.
All of our directors hold office until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified.
Officers serve at the discretion of the Board of Directors. There are no family
relationships between any of our directors and executive officers. All of the
executive officers devote their full time to our operations of the company.
The Board recommends that the shareholders vote FOR the election of each
nominee for Director named above.
Board of Directors and Committees
Our business and affairs are managed under the direction of our Board of
Directors, composed of three non-employee directors and two employee directors
as of the date of this Proxy Statement. Our Board of Directors establishes our
overall policies and standards and reviews the performance of management.
Members of the Board of Directors are kept informed of our operations at
meetings of the Board of Directors and its Audit Committee and through reports
and discussions with management. In addition, members of the Board of Directors
periodically visit our facilities. Members of management are available at Board
of Directors meetings and at other times to answer questions and to discuss
issues.
Our Board of Directors held two meetings during the fiscal year ended
December 28, 2002. Four of the five directors were in attendance at each
meeting. Our Board of Directors has an Audit Committee, but there are no
committees performing the functions of either a compensation committee or
nominating committee.
AUDIT COMMITTEE
The Audit Committee currently consists of Messrs. Forem, Snitow and
Wiesen. Each is a director who is not employed by us or affiliated with
management. This committee is responsible for reviewing and helping to
ensure the integrity of our financial statements. Among
4
other matters, the Audit Committee, with management and our independent
auditors, reviews the adequacy of our internal accounting controls that could
significantly affect our financial statements, reviews with the independent
accountants the scope of their audit, their report and their recommendations,
and recommends the selection of our independent accountants. The Audit Committee
held two meetings in addition to the meetings of the entire Board of Directors
during 2002.
Audit Committee Charter
The Board of Directors has adopted and maintains a written charter for
the Audit Committee. A copy of the Audit Committee Charter was included as an
exhibit to last year's proxy statement.
Report of Audit Committee
The members of the Audit Committee have been appointed by the Board of
Directors. The Audit Committee is governed by a charter which has been approved
and adopted by the Board of Directors and is reviewed and reassessed annually by
the Audit Committee. The Audit Committee is comprised of three directors, who
meet the independence and experience requirements of the American Stock
Exchange. The Audit Committee assists the Board of Directors in monitoring (1)
the integrity of the financial statements of the company, (2) the compliance by
the company with legal and regulatory requirements and (3) the independence and
performance of our external auditors. Management is responsible for the
preparation and integrity of our financial statements.
The Audit Committee reviewed our audited financial statements for the
year ended December 28, 2002 and members of the Committee met with both
management and our external auditors to discuss those financial statements.
Management and the external auditors have represented to the Audit Committee
that the financial statements were prepared in accordance with the generally
accepted accounting principles. Members of the Audit Committee have received
from and discussed with the external auditors their written disclosure and
letter regarding their independence from our company as required by Independence
Standards Board Standard No. 1. Members of the Audit Committee also discussed
with the external auditors any matters required to be discussed by Statement on
Auditing Standards No. 61. Based upon these reviews and discussions, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements be included in our Annual Report on Form 10-KSB for the year ended
December 28, 2002.
Audit Committee
Franklyn Snitow
Jeremy Wiesen
Aron Forem
5
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of May 1, 2003 certain information
regarding the ownership of our common stock, $.01 par value, for each person
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, for each executive officer named in the Summary Compensation
Table, for each of our directors and for our executive officers and directors as
a group:
Amount of
Beneficial Percent of
Name Ownership(1) Class(2)
- ---- ------------ --------
David Mintz................ 3,396,440 (3) 55.5%
Steven Kass................ 795,000 (4) 11.9%
Reuben Rapoport............ 127,000 (5) 2.1%
Jeremy Wiesen.............. 102,900 (6) 1.7%
Franklyn Snitow............ 54,000 (7) *
Aaron Forem................ 20,000 (8) *
All Executive Officers and
Directors as a group (6
persons)................... 4,493,340 (9) 61.5%
- --------------
* Less than 1%.
The address of Messrs. Mintz, Kass and Rapoport is c/o Tofutti
Brands Inc., 50 Jackson Drive, Cranford, New Jersey 07016. The address of
Mr. Snitow is 575 Lexington Avenue, New York, New York 10017. The address of
Mr. Wiesen is 254 East 68th Street, Apt. 30F, New York, New York 10021.
The address of Mr. Forem is 52-62 Cornelia Street, Newark, New Jersey 07105.
Each person listed above has sole voting and/or investment power of the shares
attributed to him.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
relating to options currently exercisable or exercisable within 60 days
of May 1, 2003 are deemed outstanding for computing the percentage of
the person holding such securities but are not deemed outstanding for
computing the percentage of any other person. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power
with respect to all shares shown as beneficially owned by them.
(2) Based on 5,723,667 shares issued and outstanding as of May 1, 2003.
(3) Includes 400,000 shares issuable upon the exercise of currently
exercisable stock options.
(4) Issuable upon the exercise of currently exercisable stock options.
(5) Includes 90,000 shares issuable upon the exercise of currently
exercisable stock options.
(6) Includes 60,000 shares issuable upon the exercise of currently
exercisable stock options.
(7) Includes 24,000 shares issuable upon the exercise of currently
exercisable stock options.
(8) Issuable upon the exercise of currently exercisable stock options.
(9) Includes 1,589,000 shares issuable upon the exercise of currently
exercisable stock options.
6
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers and directors, and persons who own more than ten percent
of our common stock, to file initial statements of beneficial ownership (Form
3), and statements of changes in beneficial ownership (Forms 4 or 5), of common
stock and other equity securities of the company with the Securities and
Exchange Commission (the "SEC") and the American Stock Exchange. Officers,
directors and greater than ten-percent stockholders are required by SEC
regulation to furnish us with copies of all such forms they file.
To our knowledge, based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons that
no additional forms were required for those persons, we believe that during
fiscal 2002 all persons subject to these reporting requirements filed the
required reports on a timely basis.
Executive Compensation
The following table sets forth information concerning the total
compensation during the last three fiscal years for our executive officers whose
total salary in fiscal 2002 totaled $100,000 or more:
SUMMARY COMPENSATION TABLE
--------------------------
Annual Long-Term
Compensation Compensation
------------ ------------
Securities
Underlying
Name and Principal Position Year Salary($) Options (#)
- --------------------------- ---- ----------- -----------
David Mintz, 2002 $500,000(1) --
Chief Executive Officer 2001 500,000(2) --
and Chairman of the Board 2000 447,596(3) --
Steven Kass, 2002 250,000(1) --
Chief Financial Officer, 2001 250,000(2) --
Secretary and Treasurer 2000 248,557(3) --
- --------------
(1) Includes bonuses of $250,000 and $125,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid on or about March 28, 2003.
(2) Includes bonuses of $250,000 and $125,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid on or about March 29, 2002.
(3) Includes bonuses of $250,000 and $125,000 for Messrs. Mintz and Kass,
respectively, accrued at year-end and paid on or about March 23, 2001.
The aggregate value of all other perquisites and other personal benefits
furnished in each of the last three years to each of these executive officers
was less than 10% of each officer's salary for such year.
There are currently no employment agreements between us and any of
our officers. Mr. Snitow has not received any cash remuneration for his
service as a director in the last three years.
7
In 2002, Mr. Wiesen and Mr. Forem received $2,500 and $1,000 for their services
as director, respectively.
Stock Options
Neither of the officers named above in the Summary Compensation Table
received a grant of stock options nor exercised stock options in our last fiscal
year.
The following table provides information concerning stock options held
in 2002 by each of the executive officers named above in the Summary
Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
---------------------------------------------
Number of Shares
Underlying Value of Unexercised
Shares Unexercised Options in the Money Options
Acquired on Value at FY-End (#) at FY-End ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ------------- ------------------------- -------------------------
David Mintz, -- $ -- 600,000(E) $ 870,000(E)(1)
Chief Executive Officer
and Chairman of the
Board
Steven Kass, -- -- 795,000(E) 1,369,000(E)(1)
Chief Financial Officer,
Secretary and Treasurer
- -----------------------
(E) Exercisable options
(1) Calculated by subtracting option exercise price from year-end market price
of $2.66 per share.
Certain Transactions
On February 26, 2002, in view of the strong financial condition of the
company, our Board of Directors authorized us to enter into a transaction with
David Mintz whereby Mr. Mintz surrendered 480,000 of his options in
consideration of the payment to him of the difference between 75% of the closing
market price of our common stock on that date ($2.04) and the exercise price of
such options. In settlement of this transaction, we paid Mr. Mintz $350,000.
ITEM 2. APPOINTMENT OF AUDITORS
The following resolution will be offered by the Board of Directors at
the Annual Meeting.
"RESOLVED: That the selection of Wiss & Company, LLP by the Board
of Directors to conduct the annual audit of the financial
statements of Tofutti Brands Inc. for the fiscal year ending
December 27, 2003 is ratified, confirmed and approved."
The Board of Directors believes that Wiss & Company has the necessary
knowledge of our operations, and the personnel, professional qualifications and
independence to act as our
8
auditors. The Board of Directors recommends that the shareholders ratify and
approve the selection of Wiss & Company as our auditors for the fiscal year
ending December 27, 2003.
In the event this resolution does not receive the necessary vote for
adoption, or if for any reason Wiss & Company ceases to act as our auditors, the
Board of Directors will appoint other independent public accountants as our
auditors.
Representatives of Wiss & Company will attend the Annual Meeting. They
will be available to respond to appropriate questions from shareholders at the
meeting and will have an opportunity to make a statement if they desire to do
so.
Audit Fees
The aggregate fees billed by our independent auditors for professional
services rendered in connection with the audit of our financial statements
included in our Annual Report on Form 10-KSB for Fiscal Year 2002, as well as
for the review of our financial statements included in our Quarterly Reports on
Form 10-QSB during Fiscal Year 2002, totaled approximately $29,500. The company
did not utilize Wiss & Company to provide any services other than in connection
with the audit of our financial statements.
The Board of Directors recommends a vote FOR the foregoing proposal.
OTHER MATTERS
Our Board of Directors does not intend to bring any matters before the
Annual Meeting other than those specifically set forth in the Notice of the
Annual Meeting and knows of no matters to be brought before the Annual Meeting
by others. If any other matters properly come before the Annual Meeting, it is
the intention of the persons named in the accompanying proxy to vote such proxy
in accordance with the judgment of the Board of Directors.
Our financial statements are included in our Annual Report to
Shareholders for the 2002 fiscal year, which was expected to be mailed to the
shareholders beginning May 5, 2003.
A COPY OF OUR 2002 ANNUAL REPORT ON FORM 10-KSB FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE WITHOUT CHARGE TO THOSE
SHAREHOLDERS WHO WOULD LIKE MORE DETAILED INFORMATION CONCERNING THE COMPANY. TO
OBTAIN A COPY, PLEASE WRITE TO: STEVEN KASS, SECRETARY, TOFUTTI BRANDS INC., 50
JACKSON DRIVE, CRANFORD, NEW JERSEY 07016.
By Order of the Board of Directors,
/s/Steven Kass
Steven Kass
Secretary
Dated: May 5, 2003
APPENDIX A
TOFUTTI BRANDS INC.
50 Jackson Drive
Cranford, New Jersey 07016
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David Mintz and Steven Kass, or either
of them, attorneys or attorney of the undersigned, for and in the names(s) of
the undersigned, with power of substitution and revocation in each to vote any
and all shares of common stock, par value $.01 per share, of Tofutti Brands Inc.
(the "Company"), which the undersigned would be entitled to vote as fully as the
undersigned could if personally present at the Annual Meeting of Shareholders of
the Company to be held on June 4, 2003 at 10:00 a.m. at the Crowne Plaza, 36
Valley Road, Clark, New Jersey, and at any adjournment or adjournments thereof,
hereby revoking any prior proxies to vote said shares, upon the following items
of business more fully described in the notice of and proxy statement for such
Annual Meeting (receipt of which is hereby acknowledged):
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
TOFUTTI BRANDS INC.
June 4, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach and mail in the envelope provided.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- --------------------------------------------------------------------------------
1. The election of five Directors.
NOMINEES
[ ] FOR ALL NOMINEES ( ) DAVID MINTZ
( ) ARON FOREM
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES ( ) REUBEN RAPOPORT
( ) FRANKLYN SNITOW
[ ] FOR ALL EXCEPT (See instructions below) ( ) JEREMY WIESEN
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
- ----------- mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: (X)
2. To ratify the selection of Wiss & Company, LLP as the
Company's independent public accountants for the fiscal
year ending December 27, 2003.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come
before the meeting, or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. UNLESS OTHERWISE INDICATED, THIS
PROXY WILL BE VOTED FOR (i) ELECTION OF THE FIVE NOMINEES FOR DIRECTOR NAMED IN
ITEM 1 AND (ii) RATIFICATION OF THE SELECTION OF WISS & COMPANY, LLP AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 27,
2003.
To change the address on your account, please check the box at right and
indicate your new address in the space above. Please note that changes to the
registered name(s) on the account may not be submitted via this method. [ ]
Signature of Shareholder__________ Date _____
Signature of Shareholder__________ Date _____
Note: This proxy must be signed exactly as your name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.