Logo appears here
Corporate Headquarters
711-2 Koehler Avenue
Ronkonkoma, NY USA 11779-7410
Tel: 631-981-9700
Fax: 631-981-9751
E-Mail: info@lakeland.com
Internet: http://www.lakeland.com
Lakeland Limited-Use and Chemical
Protective Clothing Customer Service
800-645-9291
Tel: 256-350-3873
Fax: 256-350-0773
Email: sales@lakeland-ind.com
Hand/Arm Protection Division
Customer Service
800-886-8010
Tel: 256-351-9126
Fax: 256-353-9463
Woven Clothing Division
Customer Service
800-933-0115
Tel: 219-929-5536
Fax: 219-929-5562
Fire Protective Clothing Division
Customer Service
800-645-9291
Tel: 256-350-3107
Fax: 256-350-3011
Lakeland Protective Wear Inc. Canada
5109 Harvestor Road
Unit B-7
Burlington, Ontario L7L5Y9
800-489-9131
Tel: 905-634-6400
Fax: 905-634-6611May 9, 2003
Dear Stockholder,
I am pleased to extend to you my personal invitation to attend the 2003 Annual
Meeting of Stockholders of Lakeland Industries, Inc. (the "Company") on
Wednesday, June 18, 2003 at 9:30 a.m. at the Holiday Inn, 3845 Veterans Memorial
Highway, Ronkonkoma, NY 11779.
The accompanying Notice of Annual Meeting and Proxy Statement contain a
description of the formal business to be acted upon by the stockholders. At the
meeting, I intend to discuss the Company's performance for its fiscal year ended
January 31, 2003 and its plans for the current fiscal year. Certain members of
the Company's Board of Directors and officers of the Company, as well as a
representative of PricewaterhouseCoopers LLP, the Company's independent
auditors, will be available to answer any questions you may have, or to make a
statement if they wish to.
While I am looking forward to seeing you at the meeting, it is very important
that those of you who cannot personally attend assure your shares are
represented. I urge you therefore to sign and date the enclosed form of proxy
and return it promptly in the accompanying envelope. If you attend the meeting,
you may, if you wish, withdraw any proxy previously given and vote your shares
in person.
Sincerely,
/s/ Raymond J. Smith
President and Chairman of the Board
LAKELAND INDUSTRIES, INC.
NOTICE OF
2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
June 18, 2003
TO THE STOCKHOLDERS OF LAKELAND INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Lakeland
Industries, Inc., a Delaware corporation (the "Company"), will be held on
Wednesday, June 18, 2003 at 9:30 a.m. at the Holiday Inn, 3845 Veterans Memorial
Highway, Ronkonkoma, NY 11779 for the following purposes:
1. To elect two Class II members and one Class I member of the Board of
Directors, and
2. To ratify the appointment of PricewaterhouseCoopers LLP, as the
Company's independent public accountants for fiscal years 2003 and
2004, and
3. To transact such other business as properly may come before the
meeting or any adjournment thereof.
Each share of the Company's Common Stock will be entitled to one vote upon
all matters described above. Stockholders of record at the close of business on
April 25, 2003 will be entitled to notice and to vote at the meeting. Only
stockholders of record at the close of business on the date above will be
entitled to notice of and to vote at the Annual Meeting of Stockholders and any
adjournment thereof. A list of all stockholders entitled to vote at the Annual
Meeting of Stockholders will be open for examination by any stockholder for any
purpose germane to the Meeting during ordinary business hours for a period of
ten (10) days before the Meeting at the offices of the Company located at 711-2
Koehler Ave., Ronkonkoma, NY 11779.
May 9, 2003
BY ORDER OF THE BOARD OF DIRECTORS
Christopher J. Ryan, Secretary
Whether or not you plan to attend the Annual Meeting, please complete, date
and sign the enclosed proxy card and return it promptly in the enclosed postage
prepaid envelope. If you sign and return your proxy card without specifying a
choice, your shares will be voted in accordance with the recommendations of the
Board of Directors. You may, if you wish, revoke your proxy at any time prior to
the time it is voted by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.
LAKELAND INDUSTRIES, INC.
711-2 Koehler Ave.
Ronkonkoma, New York 11779
(631) 981-9700
PROXY STATEMENT
2003 Annual Meeting of Stockholders
June 18, 2003
GENERAL INFORMATION
-------------------
This Proxy Statement and the accompanying Proxy Card are furnished in
connection with the solicitation by the Board of Directors of Lakeland
Industries, Inc. (the "Company") of proxies from the holders of the Company's
$.01 par value Common Stock (the "Common Stock") for use at the 2003 Annual
Meeting of Stockholders to be held on June 18, 2003, and at any adjournment
thereof (the "Annual Meeting").
This Proxy Statement, the Notice of Annual Meeting of Stockholders, the
Proxy Card and the Company's 2003 Form 10-K (which includes the Company's Annual
Report to Stockholders) are first being sent to the Company's stockholders on or
about May 9, 2003
About the Annual Meeting
What is the purpose of the Annual Meeting?
At the Annual Meeting, stockholders will act upon the matters outlined in
the accompanying notice of meeting, including the election of directors. In
addition, the Company's management will report on the performance of the Company
during fiscal 2003 and respond to appropriate questions from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the record dated,
April 25, 2003, are entitled to receive notice of the annual meeting and to vote
the shares of common shares that they held on that date at the meeting, or any
postponement or adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon. Please note that if you
hold your shares in "street name" (that is, through a broker or other nominee),
you will need to bring appropriate documentation from your broker or nominee to
vote personally at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 2,972,407 shares of common stock of the Company were outstanding.
Proxies received but marked as abstentions and broker non-votes will be included
in the calculation of the number of shares considered to be present at the
meeting for purposes of determining the presence of a quorum. A "broker
non-vote" occurs when a broker or other nominee indicates on the proxy card that
it does not have discretionary authority to vote on a particular matter.
How do I vote?
If you complete and properly sign the accompanying proxy card and return it
to the Company, it will be voted as you direct. If you are a registered
stockholder and attend the meeting, you may deliver your completed proxy card in
person. "Street name" stockholders who wish to vote at the meeting will need to
obtain and vote a proxy from the institution that holds their shares. The
Company has made proxy statements, proxies and annual reports available to the
nominee institutions for delivery to "street name" stockholders.
1
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with the secretary of the
Company either a notice of revocation or a duly executed proxy, bearing a later
date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
What are the Board's recommendations?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Board of Directors. The Board's recommendation is set forth together with
the description of each item in this proxy statement. The Board recommends a
vote:
o for election of the nominated slate of 2 Class II directors and 1 Class I
director (see page 4), and
o to ratify the appointment of PricewaterhouseCoopers LLP, as the Company's
independent public accountants for the fiscal year ending January 31, 2003
and 2004.
With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
What vote is required to approve each item?
Election of Directors. The affirmative vote of plurality of the votes cast
at the meeting is required for the election of directors. A properly executed
proxy marked "WITHHOLD AUTHORITY" with respect to the election of one or more
directors will not be voted with respect to the director or directors indicated
although it will be counted for purposes of determining whether there is a
quorum. Abstentions and broker non-votes will have no legal effect on the
election of directors. The Certificate of Incorporation does not provide for
cumulative voting in the election of directors.
Who will bear the costs of soliciting proxies for the Annual Meeting?
The Cost of soliciting proxies for the Annual Meeting will be borne by the
Company. In addition to the use of the mails, proxies may be solicited
personally or by telephone, by officers and employees of the Company who will
not receive any additional compensation for their services. Proxies and proxy
material will also be distributed at the expense of the Company by broker,
nominees, custodians, and other similar parties.
VOTING SECURITIES AND STOCK OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL STOCKHOLDERS
The following table sets forth information as of April 25, 2003, with
respect to beneficial ownership of the Company's Common Stock by all persons
known by the Company to own beneficially more than 5% of the Common Stock, each
director and nominee for director of the Company and all directors and officers
of the Company as a group. All persons listed have sole voting and investment
power with respect to their shares of Common Stock. All share amounts have been
adjusted for the 1 for 10 stock distribution to shareholders of record on July
31, 2002.
Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned of Class
---------------- ------------------------- --------
Raymond J. Smith 603,130 18.5%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Christopher J. Ryan 265,845 (1) (5) 8.1%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
John J. Collins, Jr. 125,620 (2) 3.8%
Eric O. Hallman 46,750 (2) 1.4%
2
Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned of Class
---------------- ------------------------- --------
Walter J. Raleigh 8,800 (3) .3%
All officers and directors
as a group (7 persons) 1,060,980 (4) (5) 32.5%
Mr. & Mrs. Luis Hernandez and 185,900 6.3%
Anthony Hernandez
3069 Misty Harbor
Las Vegas, NV 89117
- -------
Included in the above are fully exercisable options to purchase the Company's
common stock, as follows:
(1) 4,455 shares granted on January 1, 1994;
(2) 1,100 shares granted on June 18, 1997 and 1,100 shares granted on June 21,
2000 to each of Mr. Hallman and Mr. Collins;
(3) 1,100 shares granted on June 17, 1998 and 1,100 shares granted June 20,
2001;
(4) 11,055 shares granted between January, 1, 1994 and June 21, 2001;
(5) Mr. Ryan disclaims beneficial ownership of 11,000 shares owned by his wife.
3
Proposal 1 -
ELECTION OF DIRECTORS
---------------------
The Company's Certificate of Incorporation provides for three classes of
directors with staggered terms of office and provides that upon the expiration
of the terms of office for a class of directors, nominees for each class shall
be elected for a term of three years to serve until the election and
qualification of their successors or until their earlier resignation, death or
removal from office. The Company's Certificate of Incorporation and its By-Laws
also provide that each class of directors shall be nearly equal in number as
possible and consistent with this rule that the Board shall allocate such newly
created directorships to that of the available classes whose term of office is
due to expire at the earliest date following such allocation. Thus Mr. Michael
Cirenza has been nominated unanimously by the current Board of Directors to be a
Class I nominee for the Board of Directors subject to approval by the
Stockholders. The Company currently has one Class I director, two Class II
directors and two Class III directors. At the 2003 Annual Meeting there are two
nominees for director in Class II and one nominee for director in Class I. The
incumbent Class III and Class I directors have one year and two years,
respectively, remaining on their terms of office.
The Company has no reason to believe that the nominees will be disqualified
or unable to serve, or will refuse to serve if elected. However, if a nominee is
unable or unwilling to accept election, the proxies will be voted for such
substitute as the Board of Directors may select. It is intended that the shares
represented by proxies will be voted, in the absence of contrary instructions,
for the election as director of the nominees for Class II named in the following
table. The Board of Directors has nominated and Management recommends the
election of the persons listed in the following table as Class II directors, and
recommends the election of the person listed in the following table as a new
Class I director. The table also sets forth the names of the two directors in
Class III and the one director in Class I whose terms of office have not
expired, their ages, their positions with the Company and the period each has
served as a director of the Company. There are no family relationships among the
Board members.
Position
With the Director
Name Age Company Since
-----------------------------------------------------------------------
NOMINEES FOR DIRECTOR - CLASS II
Nominee for Three Year Term Expiring in June, 2006
--------------------------------------------------
John J. Collins, Jr. 60 Director 1986
Eric O. Hallman 59 Director 1982
INCUMBENT DIRECTORS - CLASS III
One years remaining on Term Expiring in June, 2004
--------------------------------------------------
Raymond J. Smith 64 Chairman of the Board, 1982
President and Director
Walter J. Raleigh 75 Director 1991
INCUMBENT DIRECTOR AND
NOMINEE FOR DIRECTOR - CLASS I
Two years remaining on Term Expiring in June, 2005
--------------------------------------------------
Christopher J. Ryan 51 Executive Vice President, 1986
General Counsel, Secretary
and Director
Michael E. Cirenza 47 Director 2003
4
The principal occupations and employment of the nominees for director and
for the directors continuing in office are set forth below:
John J. Collins, Jr. was Executive Vice President of Chapdelaine GSI, a
government securities firm from 1977 to January 1987. He was Senior Vice
President of Liberty Brokerage, a government securities firm between January
1987 and November 1998. Presently, Mr. Collins is self-employed, managing a
direct investment portfolio of small business enterprises for his own accounts.
Eric O. Hallman has been a director of the Company since its incorporation. He
was President of Naess Hallman Inc., a ship brokering firm, between 1974 and
1991. Mr. Hallman was also affiliated between 1991 and 1992 with Finanshuset
(U.S.A.), Inc., a ship brokering and international financial services and
consulting concern, and was an officer of Sylvan Lawrence, a real estate
development company, between 1992 and 1998. Mr. Hallman between 1998-2000 was
President of PREMCO, a real estate management company and currently is
Comptroller of the law firm, Murphy, Bartol & O'Brien, LLP.
Michael E. Cirenza Cirenza has been the Executive Vice President and Chief
Financial Officer of Consac Industries, Inc., a manufacturer and distributor of
vitamins and nutritional supplements, since September 2002. Mr. Cirenza was the
Chief Financial Officer and Chief Operating Officer of Resilien, Inc., an
independent distributor of computers, components and peripherals from January
2000 to September 2002. He was an Audit Partner with the international
accounting firm of Grant Thornton LLP from August 1993 to January 2000 and an
Audit Manager with Grant Thornton LLP from May 1989 to August 2000. Mr Cirenza
was employed by the international accounting firm of Price Waterhouse from July
1980 to May 1989. Mr. Cirenza is a Certified Public Accountant in the State of
New York and a member of the American Institute of Certified Public Accountants
and the New York State Society of Certified Public Accountants.
Raymond J. Smith, a co-founder of the Company, has been Chairman of the
Board of Directors and President since its incorporation in 1982.
Walter J. Raleigh is a director of CMI Industries, Inc., the successor
company to Clinton Mills, Inc. and was president of Clinton Mills Sales, Co.
Division, N.Y. from 1974 to 1995. Clinton Mills was a textile manufacturer of
woven fabrics. Mr. Raleigh retired from Clinton Mills in 1995 and was a Senior
Adviser to CMI Industries, Inc. between 1995-2000. Mr. Raleigh is a former
director of Kerry Petroleum Company, an oil and gas development company.
Christopher J. Ryan has served as Executive Vice President Finance and
director since May, 1986 and Secretary since April 1991and General Counsel since
February 2000. From October 1989 until February 1991 Mr. Ryan was employed by
Sands Brothers and Rodman & Renshaw, Inc., both investment banking firms. Prior
to that, he was an independent consultant with Laidlaw Holding Co., Inc., an
investment banking firm, from January 1989 until September 1989. From February,
1987 to January, 1989 he was employed as the Managing Director of Corporate
Finance for Brean Murray, Foster Securities, Inc. He was employed from June,
1985 to March, 1986 as a Senior Vice President with the investment banking firm
of Laidlaw Adams Peck, Inc., a predecessor firm to Laidlaw Holdings, Inc
During the year ended January 31, 2003, the Board of Directors of the
Company met two times, and four of the five members of the Board of Directors
attended at least 75% of the aggregate of (1) the total number of meetings of
the Board of Directors held during the period when he was a director, and (2)
the total number of meetings held by all committees of the Board of Directors on
which he served (during the periods when he served).
Potential Anti-Takeover Effect
The Board of Directors has the authority, without further approval of the
Company's shareholders, to issue preferred shares (the "Preferred Shares")
having such rights, preferences and privileges as the Board of Directors may
determine. Any such issuance of Preferred Shares could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company and may adversely affect the rights of holders of Common Stock. In
addition, the Company is subject to Delaware statutes regulating business
combinations, takeovers and control share acquisitions which might hinder or
delay a change in control of the Company. Anti-takeover provisions that could be
included in the Preferred Shares when issued and the Delaware statutes
regulating business combinations, takeovers and control share acquisitions can
have a depressive effect on the market price of the Company's securities and can
limit shareholders' ability to receive a premium on their shares by discouraging
takeover and tender offer bids.
5
The Directors of the Company serve staggered three-year terms. The
Company's Restated Certificate of Incorporation sets forth a provision that
requires certain business combinations to be approved by at least 66.66% of the
Company's voting securities, unless 66.66% of the members of the Board of
Directors have approved the transaction, and require approval of holders of
66.66% of the Company's voting shares to amend these provisions. In addition,
the shareholders have authorized an Employee Stock Ownership Plan ("ESOP"). In
the past, other companies have used similar plans to hinder or prevent a
takeover situation. The Company has also entered into employment contracts with
certain executive officers providing for lump sum payments of contracted
salaries pursuant to various formulas, should there be a change in control of
the Company. These factors could have an anti-takeover effect by making it more
difficult to acquire the Company by means of a tender offer, a proxy contest or
otherwise or the removal of incumbent officers and directors. These provisions
could delay, deter or prevent a tender offer or takeover attempt that a
shareholder might consider in his or her best interest, including those attempts
that might result in a premium over the market price for the Common Stock held
by the Company's shareholders.
Committees of the Board of Directors are as follows:
1- The Audit Committee was formed in September, 1987 and is responsible for
recommending to the Board of Directors the appointment of independent auditors
for the fiscal year, reviewing with the independent auditors the scope of their
proposed and completed audits, reviewing the Company's financial management, its
independent auditors and other matters relating to audits and the adequacy of
the Company's internal control structure. The committee members are: John J.
Collins, Jr., Eric O. Hallman, and Walter J. Raleigh. Mr. Michael Cirenza will
be added to this committee subsequent to his election at the 2003 Annual Meeting
of Stockholders.
2- The Stock Option and Compensation Committee is responsible for
evaluating the performance of the Company's management, fixing or determining
the method of fixing compensation of the Company's salaried employees,
administering the Company's Stock Option and 401K Plans, and reviewing
significant amendments to a subsidiary's employee pension benefit plan. The
Committee also, in conjunction with the Chief Executive Officer, considers the
qualifications of prospective Directors of the Company and, as vacancies occur,
recommends nominees to the Board of Directors. The Stock Option and Compensation
Committee (which also functions as a nominating committee for nominations to the
Board) will consider nominees to the Board recommended by stockholders. Such
recommendations must be in writing and sent to the Secretary of the Company no
later than January 31st of the year in which the Annual Meeting is to be held,
accompanied by a brief description of the proposed nominee's principal
occupation and his or her other qualifications which, in the stockholder's
opinion, make such person a suitable candidate for nomination to the Board. This
Committee met three times during the year ended January 31, 2003. The committee
members are: John J. Collins, Jr., Eric O. Hallman, and Walter J. Raleigh.
Compensation Committee Interlocks and Insider Participation
Members of the Stock Option and Compensation Committee are outside
directors who do not serve in any other capacity with respect to the Company or
any of its subsidiaries. Messrs. Collins and Hallman are partners of POMS
Holding Co. and Messrs. Collins, Hallman and Raleigh are partners of River Group
Holding Co., LLP, and An Qiu Holding Co., LLC. See "Certain Relationships and
Related Transactions".
CHANGE IN AUDITORS
On October 29, 2002, the Board of Directors, on the recommendation of the
Audit Committee, appointed the firm of PricewaterhouseCoopers LLP as the
Company's independent public accountants for the fiscal year ending January 31,
2003 and dismissed Grant Thornton LLP ("GT"). GT's report on the financial
statements of the Company for fiscal 2002 did not contain any adverse opinion or
disclaimer of opinion nor was it in any way qualified or modified as to
uncertainty, audit scope or accounting principles.
The decision to change accountants was recommended by and approved by the
Audit Committee of the Board of Directors and the full Board as well.
During fiscal 2002, and the interim period preceding the dismissal, there
were no disagreements between the Company and GT on any matter of accounting
principles or practices, financial statement disclosure or audit scope or
procedure. The Company has never been advised by GT that internal controls
necessary for the Company to develop reliable financial statements do not exist
or that any information has come to the attention of GT which would have caused
it not to be able to rely on management's representations or that has made GT
unwilling to be associated with the financial statements prepared by management.
GT has not advised the Company of any need to significantly
6
expand the scope of its audit or that information has come to their attention
that upon further investigation may materially impact on the fairness or
reliability of a previously issued audit report or financial statements issued
or which would cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements.
GT has not advised the Company of any information which they concluded
materially impacts upon the fairness or reliability of either a previously
issued audit report, underlying financial statements or the financial statements
issued or to be issued since the last financial statements covered by an audit
report.
REPORT OF THE AUDIT COMMITTEE
The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically incorporates this
Report by reference therein.
During fiscal 2001, the Audit Committee of the Board of Directors developed a
charter for the Committee, which was approved by the full Board of Directors on
June 21, 2000. The complete text of the new charter, which reflects standards
set forth in the regulations of the Securities and Exchange Commission ("SEC")
and NASDAQ Stock Exchange rules, is reproduced in Appendix A to this Proxy
Statement.
As set forth in more detail in the charter, the Audit Committee's primary duties
and responsibilities fall into three broad categories:
o first, the Committee
will serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system;
o second, the Committee
is responsible for reviewing and appraising the audit efforts of the Company's
independent accountants and internal auditing department; this includes matters
concerning the relationship between the Company and its outside auditors,
including recommending their appointment or removal; reviewing the scope of
their audit services and related fees, as well as any other services being
provided to the Company; and determining whether the outside auditors are
independent (based in part on the annual letter provided to the Company pursuant
to Independence Standards Board Standard No. 1); and
o third, to provide an open
avenue of communication among the independent accountants, financial and senior
management, and the Board of Directors.
The Committee has implemented procedures to ensure that during the course of
each fiscal year it devotes the attention that it deems necessary or appropriate
to each of the matters assigned to it under the Committee's charter. To carry
out its responsibilities, the Committee met seven times during fiscal 2003.
In overseeing the preparation of the Company's financial statements, the
Committee met with both management who has the primary responsibility for the
financial statements, the reporting process and the systems of internal control,
and the Company's outside auditors who are responsible for expressing an opinion
on the conformity of the Company's audited financial statements under generally
accepted auditing standards, to review and discuss all financial statements
under generally accepted auditing standards, to review and discuss all financial
statements prior to their issuance and to discuss significant accounting issues.
Management advised the Committee that all financial statements were prepared in
accordance with generally accepted accounting principles, and the Committee
discussed the statements with both management and the outside auditors. The
Committee's review included discussion with the outside auditors of matters
required to be discussed pursuant to Statement on Auditing Standards Nos. 61 and
90, "Communication With Audit Committees".
With respect to the Company's outside auditors, the Committee, among other
things, discussed with PricewaterhouseCoopers LLP matters relating to its
independence, including the disclosures made to the Committee and received
written disclosure and the letter from the independent auditors as required by
the Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees". The current members of the Audit Committee meet the
independence and experience requirements set forth in Rule 4200 (a) (15) of the
listing standards of the National Association of Security Dealers, Inc.
On the basis of these reviews and discussions, the Committee recommended to the
Board of Directors that the Board approve the inclusion of the Company's audited
financial statements in the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 2003, for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended the selection of
the Company's independent auditors.
7
THE AUDIT COMMITTEE:
--------------------
John J. Collins, Jr.
Eric O. Hallman
Walter J. Raleigh
Fees billed to the Company by PricewaterhouseCoopers LLP for the year ended
January 31, 2003:
Audit Fees:
Aggregate fees for professional services rendered by PricewaterhouseCoopers
LLP in connection with its audit of the Company's consolidated financial
statements as of and for the year ended January 31, 2003 and its limited reviews
of the Company's unaudited condensed consolidated interim financial statements
were $89,000, of which an aggregate amount of $37,000 has been billed through
January 31, 2003.
Financial Information Systems Design and Implementation Fees:
During the year ended January 31, 2003, PricewaterhouseCoopers LLP rendered
no professional services to the Company in connection with the design and
implementation of financial information systems.
All Other Fees:
In addition to the fees described above, aggregate fees of $30,140 were
billed by PricewaterhouseCoopers LLP during the year ended January 31, 2003,
primarily for the following professional services:
Audit related services $ -0-
Income tax compliance and related tax services $ -0-
Other $30,140
Respectfully submitted,
AUDIT COMMITTEE
RATIFICATION OF AUDITORS
(Item 2 on Proxy Card)
The Board of Directors, on the recommendation of the Audit Committee, has
appointed the firm PricewaterhouseCoopers LLP (hereinafter referred to as "PWC")
as the Company's independent public accountants for the fiscal year ending
January 31, 2003 and 2004 and recommends that the stockholders vote `FOR"
ratification of such appointment. It is expected that a representative of PWC
will be present at the Meeting and will have the opportunity to make a statement
and will be available to respond to appropriate questions.
Stockholder ratification of the appointment of PWC as the Company's
independent public accountants is not required by the Company's bylaws or other
applicable legal requirement. However, the Board is submitting the appointment
of PWC to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the appointment, the Audit
Committee and the Board will reconsider whether or not to retain that firm. Even
if the appointment is ratified, the Board may direct the appointment of a
different independent accounting firm at any time during the year if it
determines that such a change would be in the Company's best interests and in
the best interests of the Company's stockholders.
Ratification of the appointment of auditors requires a majority of the
votes cast thereon. Abstentions with respect to this proposal have the same
effect as a vote against the proposal. Broker non-votes with respect to this
proposal will not be counted with regard to this proposal.
The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of PWC as the Company's independent public
accountants.
8
COMPENSATION OF EXECUTIVE OFFICERS
----------------------------------
The table below sets forth all salary, bonus and all other compensation
paid to the Company's chief executive officer and each of the Company's other
executive officers (who earned more than $100,000 per year in salary and bonus)
for the years ended January 31, 2003, 2002 and 2001:
Name and All Other
Principal Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
Raymond J. Smith, 2003 $262,500 $82,500 $22,242
Chairman, President and CEO 2002 262,500 0 7,289
2001 262,500 62,500 7,767
Christopher J. Ryan, 2003 $215,000 $40,300 $8,927
Executive V.P., General Counsel 2002 215,000 0 8,548
and Secretary 2001 215,000 0 8,282
Harvey Pride, Jr. 2003 $135,000 $24,800 $4,503
Vice President- 2002 135,000 0 3,606
Manufacturing 2001 135,000 0 3,923
James M. McCormick 2003 $135,000 $31,000 $5,259
VP - Treasurer 2002 135,000 0 4,372
2001 135,000 8,000 4,574
There are four executive officers with salary and bonus individually
exceeding $100,000.There were no pension or retirement plans or other
benefits,payable or accrued,for such persons during fiscal year 2003.The Company
has entered into employment contracts with all executive officers providing for
annual compensation of $276,000 for Mr. Smith and $241,000 for Mr.Ryan,$152,000
for Mr.Pride,and $152,000 for Mr.McCormick.Messrs.Smith,Ryan and Pride each have
a three year contract which expires on January 31,2006,Mr.McCormick has a one
year contract expiring January 31,2004.All contracts are automatically renewable
for two,one year terms,unless in various instances 30 to120 days notice is given
by either party.The above named executives participate in the Company's 401-K
Plan which commenced on January 1,1995.The Company has made a contribution to
this plan totaling $88,901,during the plan year ended December 31,2002.
These employment contracts are similar in nature and include disability
benefits,vacation time,non-compete and confidentiality clauses.There are no
provisions for retirement.Messrs.Smith,Ryan,Pride and McCormick 's contracts
have an additional provision for annual bonus based on the Company's performance
and based upon earnings per share formulas determined by the Stock Option and
Compensation Committee of the Board of Directors of the Company. Accordingly,the
annual bonus accrued at January 31,2003 (for payment in May 2003)were
Messrs.Smith $132,500, Ryan $27,300,Pride $16,800 and McCormick $21,000.All
contracts provide for lump sum payments of contracted salaries pursuant to
various formulas should there be a change in control of the Company.Messrs.Smith
and Ryan have minimum bonus provisions contained in their contracts of $25,000
and $20,000,respectively.
STOCK OPTION AND COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
-------------------------
Policies: :The compensation policy of the Company is to provide its executive
officers and management with a level of pay and benefits that will assure the
Company's competitiveness and continued growth,and allow the Company to retain
key executives critical to this long-term success and attract and retain
qualified personnel.The Company competes for talented executives in a market
segment where successful entrepreneurial executives are highly compensated.It
also competes for executives with a background in manufacturing and selling
protective safety garments.As a result,to obtain and retain highly qualified and
motivated executives,the Compensation Committee has deemed it desirable to
structure employment arrangements which compensate highly for high profitability
and performance and to enter into written employment agreements with its senior
executive officers.
9
The Compensation Committee's responsibilities include overseeing the
Company's compensation policies, supervising compensation for management and
employee benefits and administering the Company's stock option and other
employee benefit plans.
The Compensation Committee also develops and negotiates employment
agreements with key executive officers.These employment agreements include base
salaries and incentive compensation arrangements designed to reward management
for achieving certain production or performance levels.The Compensation
Committee is also responsible for developing or reviewing incentive compensation
arrangements which the Company enters into with executive officers and key
individuals,other than those senior executives who have written employment
agreements. See "Compensation of Executive Officers".
In order to determine appropriate levels of executive compensation,the
Compensation Committee reviews various factors,including individual
performance,and evaluates the progress of the Company towards attaining its
long-term profit and return on equity goals.Compensation packages for senior
executive officers have been structured to attempt to compensate them to a
substantial extent based on both the profitability of the Company as a whole.
Particulars: Messrs.Eric O.Hallman,John J.Collins,Jr.and Walter J.Raleigh were
- ------------
members of the Company's Stock Option and Compensation Committee when it
ratified all four employment contracts in November 2002.Mr. Walter J.Raleigh
joined the Board of Directors on April 18,1991,as a third outside director and
with Messrs. Hallman and Collins,these three outside directors presently make up
the Stock Option and Compensation Committee.
Messrs.Smith,Ryan,Pride and McCormick were awarded base compensations of
$276,000,$241,000, $152,000 and $152,000,for fiscal 2004,respectively.In
addition,the Committee reviewed what was normally paid the President and
Chairman in Mr.Smith's case and Executive Vice President,Secretary and General
Counsel in Mr. Ryan's case,the Chief Manufacturing Executive in Mr.Pride's case
and VP and Treasurer in Mr.McCormick 's case, in public companies of Lakeland's
size and concluded that the compensation package represented close to the median
of what other officers were being compensated in like public companies of
comparable size after reviewing 2002 Officer Compensation Report,A Panel
Publication,Aspen Publishers Inc.
These contracts also provide for bonuses in addition to salary based upon
the Company's increase in earnings. (See Directors and Principal
Stockholders.)The Stock Option and Compensation Committee believes that the
contracts covering Messrs.Smith,Pride and Ryan are appropriately tied to their
respective levels of expertise,were constructed at or below industry norms,and
any increases in compensation were and will be tied to increases in the
Company's earnings.The Stock Option and Compensation Committee also took into
consideration that since the inception of the Company 20 years ago there have
been no executive pension plans,deferred compensation plans,or other
compensation or benefit plans for executives of the Company other than the
Company 's Stock Option Plan and the 401-K/ESOP Plan,the latter of which went
into effect January 1,1995.
The Board Compensation Committee Report on Executive Compensation shall not
be deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934,except to the extent that the Company
specifically incorporates this information by reference,and shall not otherwise
be deemed filed under such Acts.
Performance Graph
The Corporate Performance Graph,appearing on the following page,obtained
from Media General Financial Services of Virginia,compares the five year
cumulative total return of the Company's common stock with that of a broad
equity market index,including dividend reinvestment,and with that of a peer
group:
Option/SAR Grants in Last Fiscal Year - No stock options were granted to
any employee in fiscal 2003 and no SAR grants have been made since inception of
the Stock Option Plan.See "Directors'Compensation".
10
Graph info
[GRAPH OMITTED]
11
Stock Option Plan
Messrs.Smith,Ryan,Pride and McCormick participate in the Company's
Incentive Stock Option Plan (common stock).The outstanding incentive stock
options as of January 31,2003 are as follows:
No. of Date(s) Grant
Name of Shares Option of Expiration Date
Executive Granted Price Grant Date(s) Value
- --------- ------- ----- ----- ------- -----
Mr.Ryan 4,455* $2.04545* 1/1/94 1/1/04 $9,113
There are currently 250,000 option shares available for future grant under
this plan.During the year ended January 31,2003,no stock options were granted
and the following stock options were exercised:
No.of Date
Name of Shares Exercise of Per Share Exercise
Executive Exercised Price Exercise Date Value
Mr.McCormick: 2,750* $3.1818* 12/18/02 $6.78
4,850 $2.25 5/3/02 $7.836
2,500 $3.50 5/3/02 $7.836
*Share amounts,option price,and exercise price have been adjusted for the 1
for 10 stock distribution to shareholders of record on July 31,2002.
DIRECTORS' COMPENSATION
Members of the Board of Directors,in their capacity as directors,are
reimbursed for all travel expenses to and from meetings of the Board.Outside
Directors received $2,500 quarterly for meeting as compensation for serving on
the Board and its committees.There are no charitable award or director legacy
programs.Messrs.Collins,Hallman and Raleigh participate in the Company's
Non-Employee Directors'Option Plan as follows:
# of Option Date of Expiration
Director Shares* Price* Grant Date
Mr.Collins 1,100 $4.6509 6/18/97 6/18/2003
1,100 5.39818 6/21/00 6/21/2006
Mr.Hallman 1,100 4.65909 6/18/97 6/18/2003
1,100 5.39818 6/21/00 6/21/2006
Mr.Raleigh 3,300 2.9545 4/18/97 4/18/2003
1,100 9.7727 6/17/98 6/17/2004
1,100 6.0818 6/20/01 6/20/2007
*Share amount and option price have been adjusted for this 1 for 10 stock
distribution to shareholders of record on July 31,2002
There are currently 36,000 option shares available for future grant under
this plan.During the year ended January 31,2003,no stock options were granted or
exercised.
12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
POMS Holding Co.("POMS",a partnership consisting of Raymond J.Smith,Eric
O.Hallman,John J.Collins, Jr.,Joseph P.Gordon,Harvey Pride,Jr.and certain other
stockholders of the Company)was formed in 1984 to lease both land and buildings
to the Company because bank financing was unavailable.POMS presently leases to
the Company a 91,788 square foot disposable garment manufacturing facility in
Decatur,Alabama.Under a lease effective September 1,1999 and expiring on August
31,2004,the Company pays an annual rent of $364,900 and is the sole occupant of
the facility.
On June 1,1999,the Company entered into a five year lease agreement with
River Group Holding Co.,L.L.P. for a 49,500 sq.ft.warehouse facility located
next to the existing facility in Decatur,Alabama.River Group Holding
Co.,L.L.P.is a limited liability partnership made up of the Directors and
certain officers of the Company.The annual rent for this facility is $199,100
and the Company is the sole occupant of the facility.
On March 1,1999,the Company entered into a one year (renewable for four
additional one year terms)lease agreement with Harvey Pride,Jr.,an officer of
the Company,for 2400 sq.ft.customer service office for $18,000 annually.This is
located next to the existing Decatur,Alabama facility mentioned above. The
Company believes that all rents paid to POMS,River Group Holding Co.,L.L.P.and
Harvey Pride,Jr.by the Company,are comparable to what would be charged by an
unrelated third party.The net rent paid to POMS,River Group Holding Co.,L.L.P.by
the Company for the year ended January 31,2003,amounted to $564,000 and the
total rent paid to Harvey Pride,Jr.by the Company for use of the customer
service office,for the year ended January 31, 2003,amounted to $18,000.
An Qiu Holdings Co.,L.L.C.(Hereinafter referred to as "An Qiu")a limited
liability company consisting of the Company,all the Company 's Directors and one
officer,financed in 1997 the construction of a 46,000 square foot building and
the leasing of the real property underlying the building for 50 years.The real
estate construction and land lease purchases in China were structured this way
because no US bank was willing to make construction loans in China,nor hold a
mortgage on Chinese based real estate assets.In consideration of this financing
Weifang Lakeland Safety Products Co.,Ltd.(hereinafter referred to as OWeifang
O)owns and utilizes the facility and was contractually obligated to pay the
related Director/Officer An Qiu Partners,56.9%of any proceeds received upon the
sale of the property,and annual payments of $27,881 were estimated to begin in
October 2002,when all bank debt on the building was repaid.The Company was
entitled to receive 31.36%of any such sale proceeds and annual payments of
$15,369.
In July 2002,it was decided by An Qui and its affiliate Weifang that An Qui
would sell its contractual sale rights and future rent rights to Weifang.The
Weifang real estate was appraised by an independent appraiser for $448,000.
$12,175 was deducted from the appraised amount to compensate Weifang for
transactional costs and $10,000 was deducted as an appraisal buffer.Of the final
sale price $406,185 An Qui received in December 2002 and January 2003,$263,980
of the agreed purchase price with the remaining $94,500 to be paid in
2003.$47,705 of the purchase price was paid to two Chinese citizens who
contributed capital to the project in 1998 and 2002.
Beginning in 2001 An Qui again financed a new building project as no US
bank would make construction loans or accept mortgages on Chinese real
estate,and no Chinese bank would make construction loans.This construction loan
was set up in 2 separate transactions with An Qui and a foreign investor jointly
contributing $168,100 in unsecured loans bearing simple interest at 9%during the
riskiest initial phase of the project,and loans from an affili- ated company
Weifang MeiYang Protective Products Co.,Ltd.in the amount of $975,411 as of
January 31,2003.A Project closing is scheduled on or about May 2003,when the
Company will seek to refinance the finished Project with local Chinese Banks or
affiliate loans.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)of the Securities Exchange Act of 1934,as amended (the
"Exchange Act"),requires the Company 's directors,officers and beneficial owners
of more than 10%of the Common Stock to file with the SEC initial reports of
ownership of the Company 's equity securities and to file subsequent reports
when there are changes in such ownership.Officers,directors and beneficial
owners of more than 10%of the Common Stock are required by SEC regulations to
furnish the Company with copies of all Section 16(a)reports they file.
13
OTHER MATTERS
-------------
The Board of Directors knows of no matters other than those described above
that may come before the Annual Meeting.As to other matters,if any,that properly
may come before the Annual Meeting,the Board of Directors intends that proxies
in the accompanying form will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
---------------------------------------------
Stockholder proposals for inclusion in the Company's Proxy Statement for
the 2004 Annual Meeting of Stockholders must be received by the Company not
later than January 31,2004.The person submitting the proposal must have been a
record or beneficial owner of the Company's Common Stock for at least one year
and must continue to own such securities through the date on which the meeting
is held,and the securities so held must have a market value of at least
$1,000.Any such proposal will be included in the Proxy Statement for such Annual
Meeting if the rules of the Securities and Exchange Commission are complied with
as to the timing and form of such proposal,and the content of such stockholder's
proposal is determined by the Company to be appropriate under rules promulgated
by the Commission.
By the Order of the Board of Directors
Christopher J.Ryan,
Secretary
May 9,2003
14
Appendix A
- ----------
LAKELAND INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
Membership
The audit committee will be composed of not less than three members of the
board.They will be selected by the board,taking into account prior experience in
matters to be considered by the committee,probable availability at times
required for consideration of these matters,and their individual independence
and objectivity.
The committee membership will meet the requirements of the audit committee
policy of the NASDAQ Independent Director and Audit Committee
Requirements.Accordingly,all of the members will be directors indepen- dent of
management and free from any relationship that,in the opinion of the board of
directors,would interfere with the exercise of independent judgment as a
committee member.
No officers or employees of the company or its subsidiaries will serve on
the committee.A former officer of the company or any of its subsidiaries may
serve on the committee (even though the former officer may be receiving pension
or deferred compensation payments from the company)if,in the opinion of the
board of directors,the former officer will exercise independent judgment and
will materially assist the committee 's function.However,a majority of the
committee will be directors who were not formerly officers of the company or any
of its subsidiaries.
In considering relationships that might affect independence,including
possible affiliate status,the board of directors will give appropriate
consideration to guidelines issued by the NASDAQ as supplementary material to
its audit committee policy,which were provided to assist boards of directors in
observing the spirit of the policy.
Actions of the Committee
The activities of the committee may result in the following types of
actions.
a. Those in which the committee will inform the board that action has been
taken in the board 's interest and does not require prior board approval.
1. Review and approve the scope of the annual audit for the company and
its subsidiaries recommended jointly by the independent CPAs and the
president.
2. Review and approve the scope of the company 's annual profit and
pension trusts audits.
3. When requested by the chairman of the board during an annual
shareholders 'meeting,the committee chairman will answer questions
raised by a shareholder on matters relating to the committee 's
activities.
4. Request the president to have the internal audit staff study a
particular area of interest or concern.
b Those which the committee will review and study and then recommend action
by the board.
1. Appoint independent public accountants.
2. Review major accounting policy changes before implementation.
3. Review SEC registration statements before signature by other board
members.
4. Review annual audit reports and the content of proposed published
reports.
A-1
c. Those which the committee will review and study and provide summary
information reports to the board when appropriate.
1. Review trends in accounting policy changes proposed or adopted by
organizations such as the Financial Accounting Standards Board,the
Securities and Exchange Commission (SEC),and the American Institute of
Certified Public Accountants or by comparable bodies outside the
United States.
2. Interview independent CPAs for review and analysis of strengths and
weaknesses of the company 's financial staff,systems,adequacy of
controls,and other factors which might be pertinent to the integrity
of published financial reports.
3. Participate in financial review preceding publication of quarterly
reports.
4. Review administration of the company 's "conflict of interest" policy.
5. Review the performance of management and operating personnel under the
company 's code of ethics.
6. Review insurance programs from the standpoint of gaps and exposure as
well as fraud.
7. Review reports on the company or its subsidiaries by agencies of
governments in countries where the company or its subsidiaries
operate.
8. Review periodic SEC filings by the company and assure that adequate
programs and procedures exist to comply with SEC regulations and
regulations of securities exchanges (such as the NASDAQ).
A-2
Appendix B
- ----------
LAKELAND INDUSTRIES, INC.
CODE OF ETHICS
Introduction
For the past several years,the activities of business organizations,both
large and small,have been the subject of increased scrutiny and criticism by the
public,the government,and the news media.
This is particularly true of multinational corporations,which have been the
object of worldwide demands for public statements of their corporate codes of
ethics.
For that reason,it is appropriate for Lakeland Industries,Inc.to restate it
position on ethical conduct,based on the original precepts of the business and
on policies formulated as the corporation has grown.
As a good corporate citizen,Lakeland Industries,Inc.has always endeavored
to conduct its business in a manner conforming to the highest ethical
standards.The company 's reputation for unquestionable integrity is its most
valuable asset in its relationships with its
customers,employees,shareholders,and the communities in which its plants are
located.
The following statement of business principles has been prepared to guide
the future conduct of company activi- ties in an ethical and legal manner.It is
not intended to supply answers for every business activity;rather,it is an
effort to reiterate the continuing policies of the corporation on ethical
business behavior,which must be observed by allLakeland Industries,Inc.employees
and representatives throughout the world.It is essential that all employees and
representatives conform to these principles as they perform their activities on
behalf of Lakeland Industries,Inc.
Lakeland and its employees
Employees are the corporation 's greatest asset,and it is a Lakeland
Industries,Inc.policy to treat them fairly in all matters and to pay them
competitively.
Lakeland and its domestic subsidiaries are engaged in a program of full
compliance with all federal and state laws applicable to hiring and promoting
people on the basis of demonstrated ability,experience,and training without
regard to race,religion,sex age,national origin,or other factors requiring
affirmative action.The corporation requires continuous management attention at
all corporate levels to assure compliance with the spirit and letter of this
policy.
With this in mind,it is the intent of Lakeland to:
Choose its employees on the basis of their ability to perform the work for
which they are hired without regard to race,religion,sex,age,national origin,or
other factors requiring affirmative action.
Offer employees a safe,healthy,and clean work environment.
Offer work that challenges the employees and gives them a feeling of
satisfaction.
Pay employees fairly in relation to their contributions to the company 's
efforts,within the boundaries of current standards.
B-1
Lakeland and the Community
The corporation shall conduct its business in a manner that is socially
responsible.In addition to manufacturing and selling products,it shall protect
the quality of the environment and endeavor to conserve energy and other
valuable resources.
Each of the corporation 's facilities is expected to make every effort to
be an integral part of the community in which it operates,and to participate in
its activities as a concerned and responsible citizen.Like individual citizens,
it benefits from such activities as health,welfare,character
building,education,and culture.And like individuals,it has the responsibility to
support and develop these social and civic activities.
The company recognizes that employee participation in cultural,social or
volunteer organizations can be public service of a higher order,and all Lakeland
employees are encouraged to participate in public activities of their individual
choice.
Lakeland and its Customers
The corporation shall endeavor to supply its customers with quality
products,delivered on schedule and sold at a fair price.Lakeland products will
be manufactured to the company 's high quality standards and will offer
customers all the technical skills of its employees and the expertise of
Lakeland technology and know-how.
Lakeland and the Law
It is the policy of Lakeland to comply fully with all valid laws and
regulations that govern its operations in the various communities,states and
countries in which it operates and to conduct its affairs in keeping with the
highest moral,legal and ethical standards.
There is an obligation,both corporate and individual,to fulfill the intent
of the above statement.It is not expected that every employee will have full
knowledge of the laws affecting his or her responsibilities.The company does,
however,expect that employees with significant responsibilities will have a
general knowledge of prohibited activi- ties involved in their work and will
seek guidance on any matter on which there is a question,either directly from
the corporation 's legal department or through their supervisors.
Honesty is not subject to equivocation at any time in any culture,and even
where the law may be permissive, your corporation chooses to follow the course
of highest integrity.The reputation of the company for scrupulous dealing is a
priceless asset,just as it is for individuals.The intent of these principles is
to maintain and develop the corporation 's reputation in the future as it has in
the past.
Lakeland and Business Ethics
The law is a base for ethical business conduct which should normally be at
a level well above the minimum required by law.In its relationships with
customers,the corporation will offer the same advantages to all and will be fair
in all its endeavors.Gifts or bribes for the purpose of influencing the buying
decisions of employees of customers or potential customers or persons in a
position to influence a buying decision are clearly improper and prohibited.
In dealing with suppliers,an employee shall not solicit,accept,or
countenance payments or substantial gifts, regardless of motive,from either a
vendor or a potential vendor.
In its relationships with its competitors,the corporation and its employees
will fully understand and strictly adhere to the requirements of the antitrust
laws.These laws,which,in the United States,include the Sherman Act, Clayton
Act,Robinson-Patman Act,and Federal Trade Commission Act,seek to advance and
maintain the free enterprise system and take precedence over any business
objective of the corporation,notwithstanding any resulting increases in sales or
profits.
Such acts as price-fixing,restrictive agreements,boycotts,tie-in
arrangements exclusive of reciprocal dealings, monopolizing,price
inducements,and discriminatory allowances are or may be illegal.All employees
shall scrupu- lously avoid violations of the antitrust laws.The corporation will
not condone any actions which an employee knew or should have known would
violate the antitrust laws or any other valid law or regulation.
B-2
The corporation and its units shall make no financial contributions to a
political party or to a candidate running for any elective office.This policy
applies to all political parties or candidates worldwide,even when permitted by
local law.Payments,regardless of amount,to any government employee,or gifts or
services of substantial value or lavish entertainment,regardless of motive,are
prohibited.
Relationships with public employees shall be so conducted that neither the
officials nor the company 's integrity would be compromised if the full details
of the relationship became a matter of public knowledge.
Lakeland and Conflicts of Interest
It has always been,and continues to be,the corporation 's intent that its
employees maintain the highest standards of loyalty in their conduct of company
affairs.In essence,company employees shall deal with suppliers,customers, and
other persons doing business or seeking to do business with the corporation in a
manner that eliminates consid- erations of personal advantage.
Because they hold positions of trust in the corporation,a director,an
officer,or any employees may not make a profit from the corporation because of
their official position.They are also clearly prohibited from engaging in a
competing business.
In addition to the legal responsibility of the directors and officers,it is
the duty of all employees to act in the best interests of the corporation and to
avoid situations which might produce a conflict between their own interests and
those of the corporation.Employees shall have no financial interest in any firm
doing business with or seeking to do business with the corporation,nor shall
they accept employment outside the company which may result in a conflict of
interest,unless same is fully disclosed and approved by a disinterested group of
officers and/or directors.
B-3
PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS.
X With- For All
For hold Except
Detach above card, sign, date and mail in postage paid envelope provided.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
LAKELAND INDUSTRIES, INC.
REVOCABLE PROXY
LAKELAND INDUSTRIES, INC.
711-2 Koehler Avenue, Ronkonkoma, New York 11779-7410
o
o
Date
Stockholder sign above Co-holder (if any) sign above
Please be sure to sign and date
this Proxy in the box below.
The undersigned hereby appoints Raymond J. Smith and Christopher J. Ryan
as proxies, each with power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated hereon, all the shares of common
stock of Lakeland Industries, Inc., held of record by the undersigned on April
25, 2003 at the annual meeting of stockholders to be held on June 18, 2003 or
any adjournment there of.
1. Election of Directors
Eric O. Hallman John J. Collins, Jr. Michael E. Cirenza
2. Ratify appointment of Auditors
PricewaterhouseCoopers LLP fiscal
years 2003 and 2004.
3. Other Business
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as your name appears on this card. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION
WITH
THE PROXY IN THE ENVELOPE PROVIDED.
____________________________________________________
____________________________________________________
____________________________________________________
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name in the
space provided below.
For Against Abstain