SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for use by Commission only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CCA Industries, Inc.
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Name of Registrant Specified in Charter
CCA Industries, Inc.
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Name of Person Filing Proxy Statement
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[X] No fee required.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: ____________________
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Registration Statement No.: ____________________
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4) Date Filed: ____________________
CCA INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 11, 2001
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CCA
INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), will be
held on July 11, 2001, at 4 p.m., at the Company's offices, 200 Murray Hill
Parkway, East Rutherford, New Jersey 07073 (Tel. # 201-330-1400), for the
following purposes:
Management Proposals
1. To elect directors to serve on the Board of Directors for the ensuing
year.
2. To approve management's appointment of Sheft Kahn & Company L.L.P. as
the Company's independent certified public accountants for the fiscal year
ending November 30, 2001.
* * *
Such other business, if any, as may properly come before the meeting or any
adjournment thereof, shall also be considered.
The identified proposals are more fully described, and related information
is presented, in the Proxy Statement accompanying this notice.
Only shareholders of record at the close of business on June 1, 2001 are
entitled to notice of the meeting, and to vote at the meeting and at any
continuation or adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ IRA W. BERMAN
IRA W. BERMAN,
CORPORATE SECRETARY AND
CHAIRMAN OF THE BOARD
East Rutherford, New Jersey
May 25, 2001
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WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND RETURN THE ENCLOSED PROXY CARD. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES AND IN THE ENVELOPE PROVIDED THEREFOR.
- --------------------------------------------------------------------------------
CCA INDUSTRIES, INC.
EAST RUTHERFORD, NEW JERSEY 07073
---------------------
PROXY STATEMENT
---------------------
The enclosed proxy is solicited on behalf of the Board of Directors of CCA
INDUSTRIES, INC., a Delaware corporation (hereinafter, the "Company"), for use
at its Annual Meeting of Shareholders to be held on July 11, 2001, at 4 p.m.
Shareholders of record on June 1, 2001 will be entitled to vote. The meeting
will be held at the Company's offices: 200 Murray Hill Parkway, East Rutherford,
New Jersey 07073 (Tel. # 201-330-1400).
The Company intends to mail this Proxy Statement, and the Company's Annual
Report for the 2000 fiscal year, on or about June 6, 2001.
I. GENERAL
A. VOTING
The Company, as provided in and by its Certificate of Incorporation, has
two authorized classes of common stock, denominated Common Stock and Class A
Common Stock, and one authorized class of preferred stock, denominated Preferred
Stock.
On May 18, 2001, there were 5,846,127 shares of Common Stock and 1,020,930
shares of Class A Common Stock outstanding. As of the date of this statement, no
Preferred Stock is issued, and the Board has no pending negotiation or plan
concerning any expected issuance of Preferred Stock.
Owners of Common Stock and owners of Class A Common Stock are entitled to
one vote for each share of stock held, and the voting and other rights of each
class are equivalent except in respect of the election of directors.
In respect of the election of directors, the Class A Common Stock
shareholders have the right to elect four directors and the Common Stock
shareholders have the right to elect three. (In consequence, no proposal to
alter or change the right of Class A Common Stock shareholders to elect a
majority of directors could be effectively voted unless a separate majority of
the Class A Common Stock shares were voted therefor.)
A quorum, counting proxies and shares represented in person, is necessary
to the voting upon proposals proposed by Management, and other business that may
properly come before the 2001 Annual Meeting. Fifty percent (50%) of all
outstanding shares constitutes a quorum for all purposes other than the election
of directors. In respect thereof, fifty percent (50%) of the outstanding shares
of Common Stock is a quorum for the election of directors to be elected by
holders of Common Stock, and fifty percent (50%) of the outstanding shares of
Class A Common Stock is a quorum for the election of directors to be elected by
holders of Class A Common Stock.
Nonvoting of shares (whether by abstention, broker non-vote or otherwise),
other than the potential effect of denying a quorum, has no impact on voting.
B. SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND 5% OWNERS
The following table sets forth certain information regarding the ownership
of the Company's Common Stock and Class A Common Stock as of May 15, 2001 by (i)
all those known by the Company to be owners of as much as five (5%) percent of
the outstanding shares of Common Stock and/or Class A Common Stock,
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(ii) each Officer and Director, and (iii) Officers and Directors as a group.
Moreover, it presents individual ownership of "Option Shares," and the aggregate
Option Shares ownership of Officers and Directors (with Option Shares
representing the number of shares purchasable upon exercise of options
exercisable within 60 days). Unless otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares
owned (subject to community property laws, where applicable), and is beneficial
owner of them.
OWNERSHIP,
AS A
PERCENTAGE OF
NUMBER OF ALL SHARES
SHARES OWNED OUTSTANDING/
-------------------- ASSUMED
COMMON OPTION OWNERSHIP-
NAME AND ADDRESS STOCK CLASS A SHARES OPTION SHARES
- ---------------- ------ ------- ------ -------------
David Edell 269,535 484,615 457,500 10.98/16.54
c/o CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07073
Ira W. Berman 234,595 473,615 502,000 10.31/16.42
c/o CCA Industries, Inc.
Drew Edell 51,250 0 75,000 .75/1.82
c/o CCA Industries, Inc.
Dunnan Edell 41,250 0 75,000 .60/1.67
c/o CCA Industries, Inc.
Jack Polak 25,000 47,700 25,000 1.06/1.42
98 Park Avenue
New York, NY 10016
Stanley Kreitman 0 0 25,000 0/.36
c/o CCA Industries, Inc.
Rami G. Abada 0 0 25,000 0/.36
c/o CCA Industries, Inc.
John Bingman 0 0 0 0/0
c/o CCA Industries, Inc.
Officers and Directors 621,630 1,005,930 1,184,500 23.70/34.93
as a group (8 persons)
TABLE NOTES
The numbers shown as "Option Shares" assume that unexercised options,
exercisable within 60 days, have been exercised (and, thus, that subject shares,
not actually owned, are actually owned). The percentage ownership figure,
"Assumed Ownership-Option Shares," aggregates the assumptions for the group of
Officers and Directors and, for each individual owner, presents a measurement
which assumes that the particular individual has exercised such options and
purchased subject shares, but that no other owner of such options has `exercised
and purchased.'
David Edell, Ira Berman and Jack Polak own over 95% of the outstanding
shares of Class A Common Stock.
2
Messrs. David Edell, Dunnan Edell and Ira Berman are officers and
directors. Messrs. Drew Edell and John Bingman are officers. Messrs. Polak,
Kreitman, and Abada are directors.
Sidney Dworkin, a director, passed away in October 2000, owning 50,000
shares of Common Stock and options to purchase 25,000 such shares.
C. EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned in the 2000, 1999, and
1998 fiscal years by the Company's Chief Executive Officer and all of the
executive officers whose fiscal 2000 compensation exceeded $100,000 (the "Named
Officers").
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- ---------------------------
NUMBER OF
ALL SHARES
OTHER COVERED
ANNUAL BY STOCK OTHER
COMPEN- OPTIONS LONG-TERM
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) GRANTED(2) COMPENSATION
- --------------------------- ---- ----------- -------- --------- ---------- ------------
David Edell, .............. 2000 $425,372 $132,221 $12,552 0 0
President and Chief 1999 401,468 111,546 17,088 0 0
Executive Officer 1998 378,743 151,604 19,429 0 0
Ira W. Berman, ............ 2000 $425,372(2) 132,221 11,775 0 0
Secretary and Executive 1999 401,468(2) 111,546 16,666 0 0
Vice President 1998 378,743(2) 151,604 16,403 0 0
Dunnan Edell, ............. 2000 $218,076 4,194 2,723 0 0
Executive Vice 1999 200,000 15,000 7,614 0 0
President--Sales 1998 200,000 0 9,787 0 0
Drew Edell, ............... 2000 175,000 3,365 577 0 0
Vice President-- 1999 150,000 12,000 1,468 0 0
Manufacturing 1998 150,000 0 2,508 0 0
- ----------
(1) Includes the personal-use value of Company-leased automobiles, the value of
Company-provided life insurance, and health insurance that is made
available to all employees, plus director-fees paid to Messrs. David Edell,
Ira Berman and Dunnan Edell.
(2) Includes $99,396 paid to Ira W. Berman & Associates, P.C.
II. FISCAL 2000 OPTION GRANTS AND OPTION
EXERCISES; YEAR-END OPTION VALUATION
No new options were granted to any of the Named Officers in fiscal 2000,
and no options were exercised by any Named Officer in fiscal 2000.
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The next table reports the valuation as at November 30, 2000, of `in-the-
money' options held by Named Officers.
NUMBER OF SHARES COVERED VALUE OF UNEXERCISED
BY UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT NOVEMBER 30, 2000 NOVEMBER 30, 2000(1)
----------------------- -----------------------
David Edel ............. 457,500 $149,125
Ira W. Berman .......... 502,000 172,750
Dunnan Edell ........... 75,000 0
Drew Edell ............. 75,000 0
- ----------
(1) In-the-money options are those `priced' below the Common Stock market price
at November 30, 2000, and "value," as represented, calculates the
difference between market price and the respective exercise prices of
in-the-money options at that fiscal year-end date.
The following table identifies the stock options held by the Named Officers
and all other officers and directors, the exercise prices of which have been
reduced during the past 10 years.
REPRICED OPTIONS
NUMBER ORIGINAL ORIGINAL NEW
OF SHARES GRANT DATE PRICE DATE REPRICED PRICE
--------- ---------- -------- ------------- -----
David Edell(1) .......... 100,000 Aug. 1, 1997 $2.50 Nov. 3, 1998 $1.50
Ira W. Berman(1) ........ 100,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Dunnan Edell(1) ......... 50,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Drew Edell(1) ........... 50,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Stanley Kreitman(1) ..... 25,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Rami Abada(1) ........... 25,000 Aug. 1, 1997 2.50 Nov. 3, 1998 1.50
Dunnan Edell(2) ......... 25,000 June 10, 1995 4.50 Jun. 10, 2000 1.50
Drew Edell(2) ........... 25,000 June 10, 1995 4.50 Jun. 10, 2000 1.50
See Footnote (3) ........ 400,000(3) (3) (3) May 24, 2001(3) .50(3)
- ----------
(1) The full Board of Directors authorized the November 1998 repricing in
consequence of a declining market valuation, inconsistent with the
Company's realizable value. The market price of the Common Stock at the
date of the repricing was $1.50. When the options were originally granted,
the market price of the Company's Common Stock was $2.50.
(2) The full Board of Directors authorized the June 2000 repricing for the same
reason as the 1998 repricing. The market price of the Common Stock at the
date of the repricing was $1.10. When the options were originally granted,
the market price of the Company's Common Stock was $3.00.
(3) All of the options subject of footnotes 1 and 2 were repriced anew, to $.50
per share, formalized on May 24, 2001.
III. COMPENSATION OF DIRECTORS
Each director was paid $2,000 per meeting for attendance of board meetings
in fiscal 2000 (without additional compensation for committee meetings). No new
options were granted to any director.
The full Board of Directors met five times in the 2000 fiscal year.
IV. EXECUTIVE COMPENSATION PRINCIPLES;
AUDIT AND COMPENSATION COMMITTEES
The Audit Committee of the Board of Directors, comprised of Ira W. Berman,
Stanley Kreitman, Jack Polak and Rami Abada, met five times in fiscal 2000.
Among other things, they approved an Audit
4
Committee Charter that was adopted by the full Board. (A copy of the Charter is
reproduced at the end of this Proxy Statement, following the signature page.)
The Company's Executive Compensation Program, administered by the
Compensation Committee (the membership of which is the same as the Audit
Committee), is based on guiding principles designed to align executive
compensation with Company values and objectives, business strategy, management
initiatives, and financial performance, and has an established program to:
o Reward executives for long-term strategic management and the enhancement of
shareholder value.
o Integrate compensation programs with both the Company's annual and long-
term strategic planning.
o Support a performance-oriented environment that rewards performance not
only with respect to Company goals but also Company performance as compared
to industry performance levels.
V. EMPLOYMENT CONTRACTS/COMPENSATION PROGRAM
The total compensation program consists of both cash and equity based
compensation. The Compensation Committee determines the level of salary and
bonuses, if any. The Committee determines the salary or salary range based upon
competitive norms. Actual salary changes are based upon performance.
On March 17, 1994, the Board of Directors approved 10-year employment
contracts (hereinbelow, the "Edell/Berman Contracts") for David Edell and Ira
Berman (with Mr. Edell and Mr. Berman abstaining). Pursuant thereto, each was
provided a base salary of $300,000 in fiscal 1994, with a year-to-year CPI or 6%
increment, plus 2.5% of the Company's pre-tax income, less depreciation and
amortization (the "2.5% measure"), plus 20% of the base salary, as bonus.
In February 1999, the 2.5% measure in the bonus provisions of the Edell/
Berman Contracts was amended so as to calculate it against earnings before
income taxes, less depreciation, amortization, and expenditures for media and
cooperative advertising in excess of $8,000,000.
On May 24, 2001, the Edell/Berman Contracts were amended to increase their
base annual salaries to $400,000, and to extend the terms through November 30,
2007.
Long-term incentives are provided through the issuance of stock options.
VI. STOCK OPTION PLANS
The Company's 1984 Stock Option Plan covered 1,500,000 shares of its Common
Stock.
The Company's 1986 Stock Option Plan covered 1,500,000 shares of its Common
Stock.
The Company's 1994 Stock Option Plan covers 1,000,000 shares of its Common
Stock.
The 1994 Option Plan provides (as had the 1984 and 1986 plans) for the
granting of two (2) types of options: "Incentive Stock Options" and
"Nonqualified Stock Options". The Incentive Stock Options (but not the
Nonqualified Stock Options) are intended to qualify as "Incentive Stock Options"
as defined in Section 422(a) of The Internal Revenue Code. The Plans are not
qualified under Section 401(a) of the Code, nor subject to the provisions of the
Employee Retirement Income Security Act of 1974.
Options may be granted under the Options Plans to employees (including
officers and directors who are also employees) and consultants of the Company,
provided, however, that Incentive Stock Options may not be granted to any non-
employee director or consultant.
Option plans are administered and interpreted by the Board of Directors.
(Where issuance to a Board member is under consideration, that member must
abstain.) The Board has the power, subject to plan provisions, to determine the
persons to whom and the dates on which options will be granted, the number of
shares subject to each option, the time or times during the term of each when
options may be exercised, and other terms. The Board has the power to delegate
administration to a Committee of not less than two (2) Board members, each of
whom must be disinterested within the meaning of Rule 16b-3 under the Securities
Exchange Act, and ineligible to participate in the option plan or in any other
stock purchase, option or appreciation right
5
under plan of the Company or any affiliate. Members of the Board receive no
compensation for their services in connection with the administration of option
plans.
Option Plans permit the exercise of options for cash, other property
acceptable to the Board or pursuant to a deferred payment arrangement. The 1994
Plan specifically authorizes that payment may be made for stock issuable upon
exercise by tender of Common Stock of the Company; and the Executive Committee
is authorized to make loans to option exercisers to finance optionee tax-
consequences in respect of option exercise, but such loans must be personally
guaranteed and secured by the issued stock.
The maximum term of each option is ten (10) years. No option granted is
transferable by the optionee other than upon death.
Under the plans, options will terminate three (3) months after the optionee
ceases to be employed by the Company or a parent or subsidiary of the Company
unless (i) the termination of employment is due to such person's permanent and
total disability, in which case the option may, but need not, provide that it
may be exercised at any time within one (1) year of such termination (to the
extent the option was vested at the time of such termination); or (ii) the
optionee dies while employed by the Company or a parent or subsidiary of the
Company or within three (3) months after termination of such employment, in
which case the option may, but need not provide that it may be exercised (to the
extent the option was vested at the time of the optionee's death) within
eighteen (18) months of the optionee's death by the person or persons to whom
the rights under such option pass by will or by the laws of descent or
distribution; or (iii) the option by its terms specifically provides otherwise.
The exercise price of all nonqualified stock options must be at least equal
to 85% of the fair market value of the underlying stock on the date of grant.
The exercise price of all Incentive Stock Options must be at least equal to the
fair market value of the underlying stock on the date of grant. The aggregate
fair market value of stock of the Company (determined at the date of the option
grant) for which any employee may be granted Incentive Stock Options in any
calendar year may not exceed $100,000, plus certain carryover allowances. The
exercise price of an Incentive Stock Option granted to any participant who owns
stock possessing more than ten (10%) of the voting rights of the Company's
outstanding capital stock must be at least 110% of the fair market value on the
date of grant and the maximum term may not exceed five (5) years.
Consequences to the Company: There are no Federal income tax consequences
to the Company by reason of the grant or exercise of an Incentive Stock Option.
As at May 18, 2001, there were 1,184,500 stock options outstanding and yet
exercisable, to purchase 1,184,500 shares of the Company's Common Stock. 6
6
VII. PERFORMANCE GRAPH
Set forth below is a line graph (followed by a numerical table) comparing
cumulative total shareholder return on the Company's Common Stock, through five
years (November 30, 1995 - November 30, 2000), with the cumulative total return
of companies in the NASDAQ Stock Market (U.S.) and the cumulative total return
of Dow Jones's Cosmetics/Personal Care Index during the same period.
COMPARISON OF 5 YEAR TOTAL RETURN*
AMONG CCA INDUSTRIES, INC., THE DOW JONES
TOTAL MARKET INDEX AND THE DOW JONES
COSMETICS INDEX
[LINE GRAPH]
CUMULATIVE TOTAL RETURN*
11/95 11/96 11/97 11/98 11/99 11/00
----- ----- ----- ----- ----- -----
CCA Industries, Inc. ......... 100 161 165 96 98 50
DJ Equity Market ............. 100 126 160 192 234 223
DJ Cosmetics/Personal Car .... 100 129 153 162 148 135
- ----------
* $100 invested on November 30, 1995 in stock and indices, including
reinvestment of dividends.
D. THE BOARD OF DIRECTORS AND STANDING COMMITTEES
The Company's Board of Directors has no nominating committee. Its Audit and
Compensation Committee members are Messrs. Stanley Kreitman, Jack Polak, Rami
Abada and Ira Berman.
E. RELATED DIRECTORS AND/OR OFFICERS
David Edell is the Company's President and Chief Executive Officer. He is
also a director. Drew Edell and Dunnan Edell are his sons. Both are Vice-
Presidents of the Company, and Dunnan Edell is also a director.
7
Ira Berman is the Company's Secretary and an Executive Vice-President, and
Chairman of its Board of Directors. Rami Abada, a director, is his son-in-law.
F. REVOCABILITY OF PROXIES
Any person giving a proxy in the form accompanying this statement has the
power to revoke it at any time before its exercise. Thus, it may be revoked
prior to its exercise by the filing of an instrument of revocation, or a duly
executed proxy bearing a later date, with the Secretary of the Company at the
Company's principal executive office. A proxy holder can also revoke a filed
proxy by attending the meeting and voting in person.
G. SOLICITATION OF PROXIES
It is estimated that the costs associated with proxy solicitation will be
approximately $15,000. The Company will bear the entire cost of solicitation,
including preparation, assembly, printing and mailing of this Proxy Statement,
the proxy, and any additional material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others,
for forwarding of such material to beneficial owners. The Company may reimburse
such persons their forwarding costs. Original solicitation of proxies by mail
may be supplemented by telephone, telegram, or personal solicitation by
directors, officers or employees of the Company. No additional compensation will
be paid for any such services.
H. SHAREHOLDER PROPOSALS FOR THE YEAR 2002
Proposals of shareholders that are intended to be presented at the
Company's year 2002 Annual Meeting of Shareholders must be received by the
Company no later than February 13, 2002 in order to be included in the Company's
proxy materials relating to that meeting.
8
II. MANAGEMENT PROPOSALS
PROPOSAL NO. 1
NOMINATION AND ELECTION OF DIRECTORS
All seven seats on the Company's Board of Directors are subject to one year
terms and annual election. Four are subject to election by holders of Class A
Common Stock and three by holders of Common Stock. Each director holds office
until the next Annual Meeting of Shareholders and until a successor is elected
and has qualified, or until death, resignation or removal.
The four nominees proposed for election by the holders of the Company's
Class A Common Stock (David Edell, Ira Berman, Jack Polak and Stanley Kreitman)
already serve as directors, as do two of those proposed for election by the
holders of Common Stock (Dunnan Edell and Rami G. Abada). All of the re-
nominated directors have agreed to continue to serve if re-elected, and Drew
Edell, who, for the first time, is proposed for election as a Common Stock
director, has agreed to serve if elected.
Set forth below is information regarding all nominees, including
information they have furnished concerning their principal occupations and
certain other directorships, and their ages as of May 1, 2001. (The stock
ownership of each of the nominees is presented above, under "Share Ownership of
Directors, Officers and 5% Owners.")
A. CLASS A COMMON STOCK NOMINEES
(No vote or proxy is solicited in respect of the Class A nominees, since
three of them -- Messrs. Berman, Polak and David Edell -- own in excess of 95%
of the Class A Common Stock shares, and they have jointly proposed themselves,
and Mr. Kreitman, for re-election.)
David Edell, age 69, is a director, and the Company's President and Chief
Executive Officer. Prior to his association with the Company he was a marketing
and financial consultant; and, by 1983, he had extensive experience in the
health and beauty aids field as an executive director and/or officer of Hazel
Bishop, Lanolin Plus and Vitamin Corporation of America.
Ira W. Berman, age 69, is the Company's Executive Vice President and
Corporate Secretary. He is also Chairman of the Board of Directors. Mr. Berman
is an attorney who has been engaged in the practice of law since 1955. He
received a Bachelor of Arts Degree (1953) and Bachelor of Laws Degree (1955)
from Cornell University, and is a member of the American Bar Association.
Jack Polak, age 88, has been a private investment consultant since April
1982, and holds a tax consultant certification in The Netherlands. He was a
director and member of the Audit and Compensation Committee of K.T.I.
Industries, Inc., from February 1995 until 1999, when K.T.I., a waste-to-energy
business was `taken over' by Casella Industries. Since March 2000, he has been a
director of Oakhurst Industries, a public company that owns an automotive
accessories distributor, a waste-to-energy tire facility, and a road
construction company.
Stanley Kreitman, age 69, has been Vice Chairman of the Board of Manhattan
Associates, an equity-investment firm, since 1994. He is also a director of
Medallion Financial Corp., an SBIC. Mr. Kreitman has been Chairman of the Board
of Trustees of the New York Institute of Technology since 1989, and of
Crime-Stoppers Nassau County (NY), since 1994. Since February 1999 and June
1999, respectively, he has been a member of the Board of Directors of K.S.W.
Corp. and P.M.C.C. Mortgage Corp. He is also a director and/or executive
committee member of the following organizations: The New York City Board of
Corrections, The New York City Police Foundation, St. Barnabas Hospital, The New
York College of Osteopathic Medicine, and the Police Athletic League. From 1975
until 1993, he was President of United States Banknote Corporation, a securities
printer.
B. COMMON STOCK NOMINEES
Dunnan Edell, age 45, is the son of David Edell and the brother of Drew
Edell. He has been a director since 1994. A Senior Vice President-Sales, he
joined the Company in 1984 and was appointed Divisional
9
Vice-President in 1986. He was employed by Alleghany Pharmacal Corporation from
1982 to 1984, and by Hazel Bishop from 1977 to 1981.
Rami G. Abada, age 41, is the President and Chief Operating Officer of the
publicly-owned Jennifer Convertibles, Inc. He has been its Chief Operating
Officer since April of 1994. From 1982 to 1994, he was a Vice President of
Operations in the Jennifer Convertibles organization. Mr. Abada, who is Ira
Berman's son-in-law, earned a B.B.A. in 1981 upon his graduation from Bernard
Baruch College of The City University of New York.
Drew Edell, age 43, is the son of David Edell and the brother of Dunnan
Edell. He is a graduate of Pratt Institute, with a degree in Industrial Design.
He joined the Company in 1983, and has been its Vice President-Product
Development and Production, since 1985.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH OF THE COMMON
STOCK NOMINEES AS PROPOSED IN THIS PROPOSAL NO. 1. A MAJORITY OF THE COMMON
STOCK VOTE IS REQUIRED FOR APPROVAL.
PROPOSAL NO. 2
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Sheft Kahn & Company
L.L.P., independent certified public accountants (the "Auditors"), to audit the
accounts and certify the financial statements of the Company for the fiscal year
ending November 30, 2001. The appointment shall continue at the pleasure of the
Board of Directors, subject to approval by the shareholders. The Auditors have
acted as the Company's auditors since 1983.
The Board of Directors expects that one or more representatives of the
Auditors will be present at the meeting. The Auditors will then be given the
opportunity to make a statement, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL NO. 2. A
MAJORITY OF THE AGGREGATED CLASS A COMMON STOCK AND COMMON STOCK VOTE IS
REQUIRED FOR APPROVAL.
10
III. OTHER MATTERS
The Board of Directors knows of no other matters to be presented, but if
any other matters properly come before the Annual Meeting it is intended that
the persons holding proxies will vote thereon in accordance with their best
judgments.
When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares represented thereby will be voted as indicated
thereon or, if no direction is indicated, in accordance with the recommendations
of the Board of Directors.
IV. CERTAIN REPORTS
Based upon reports furnished to the Company, all reports required to be
filed during or concerning the Company's 2000 fiscal year, by officers,
directors and principal shareholders, pursuant to Section 16 of the Securities
Exchange Act of 1934 (Form 3, Initial Statement of Beneficial Ownership; Form 4,
Statement of Changes of Beneficial Ownership; and Form 5, Annual Statement of
Beneficial Ownership), were timely filed with the Securities and Exchange
Commission.
By Order of the Board of Directors
/S/ IRA W. BERMAN
IRA W. BERMAN,
Chairman of the Board of Directors
East Rutherford, New Jersey
May 25, 2001
11
EXHIBIT A
CCA INDUSTRIES INC. AUDIT COMMITTEE CHARTER
There shall be a committee of the Board of Directors known as the Audit
Committee. Only independent directors and one member of the board who is an
officer of the Company may serve on the Audit Committee. At least one member of
the committee shall have an accounting background or related financial
expertise. The primary function of the committee shall be to assist the Board of
Directors in fulfilling its oversight rules regarding the Company's financial
reporting process and system of internal controls and its compliance with
applicable laws, regulations and Company policies.
Activities of the Audit Committee are as follows:
A. General: Review with management and the independent accountant at the
completion of annual examination:
1. The Company's annual statement and related footnotes
2. The independent accountant's audit of the financial statement and
report
3. Any significant changes required in the event of the accountant's
audit plan
4. Any disputes with management encountered during the course of the
audit
5. Any other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
B. Audit Planning Considerations:
a) Review of Standards in the industry
1. Recognition of sales
2. Recognition of offsets to sales
3. Allowance for Accounts Receivable Reserves
4. Allowance for Anticipated Returns
5. Review of APB 28--Interim Financial Reporting, Advertising and
Co-op Advertising
6. Inventory obsolescence
b) Review of Company's accounting practices and procedures for all of the
above standards
1. Review of adjusting entries adopted by the Company for compliance
with the standards for the (a) 2-5 categories
c) Review of accuracy of Mega Systems information and programs
d) Review of inventory control procedures. Book entry tested by actual
physical count.
e) Review of Gross Margin Analysis
1. Testing cost sheets and back-up information on major products in
each material category
2. Review of invoices compared to cost sheets on major products
f) Review of Aging Accounts Receivable
g) Review of Adverting Deferral Entries
h) Review of Reserve for Inventory Obsolescence
A-1
i) Review of Independent Auditors Auditing Procedures
1. Year-End Certification
2. Interim reports (10Qs)
j) Proposed Expenditures
1. The committee shall review with the CFO requests from the
management with regard to any increased expenditures during the
course of business, review the proposed expenditure and the
impact the expenditure will have on the Company's financial
statements.
2. The committee shall periodically review with legal counsel any
regulatory matters that may have a material impact on the
Company's financial statements, compliance policies and programs.
The Audit Committee shall be designated by the full Board of Directors. The
duties and responsibilities of a member of the Audit Committee are in addition
to those duties set out for a member of the Board of Directors.
A-2
CCA INDUSTRIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned, revoking all prior proxies, hereby appoints David Edell
and Ira W. Berman, and each of them, proxies and attorneys in fact, with power
of substitution, to vote all shares the undersigned is entitled to vote at the
Annual Meeting of Shareholders of CCA INDUSTRIES, INC., to be held at its
offices, 200 Murray Hill Parkway, East Rutherford, New Jersey, on July 11, 2001
at 4:00 p.m., and to vote as directed below upon the proposals, and in their
discretion upon such other business as may properly come before the meeting or
any adjournment thereof (all as more fully set forth in the Notice of Meeting
and Proxy Statement, receipt of which is hereby acknowledged).
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. UNLESS OTHERWISE
SPECIFIED, IT WILL BE VOTED "FOR" THE ELECTION OF DREW EDELL, RAMI G. ABADA AND
DUNNAN EDELL AS DIRECTORS, AND "FOR" THE APPOINTMENT OF SHEFT KAHN & COMPANY
L.L.P.
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
- -------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ] Nominees:
Directors Drew Edell
Rami G. Abada
Dunnan Edell
For, except vote withheld from the following nominee(s).
- -------------------------------------------------------
2. Ratification of the Board of Directors' FOR AGAINST ABSTAIN
appointment of Sheft Kahn & Company [ ] [ ] [ ]
L.L.P. as the Company's independent,
certified public accountants for the
fiscal year ending November 30, 2001.
SIGNATURE(S)___________________________________________ DATED:____________
NOTE: Please sign exactly as your name appears hereon. Each joint owner must
sign. Executors, Administrators, Trustees, etc. should indicate those
capacities.