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.
---------------------------------------
Name of Registrant Specified in Charter
CCA Industries, Inc.
-------------------------------------
Name of Person Filing Proxy Statement
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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previously. Identify the previous filing by registration statement number,
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1) Amount Previously Paid: ____________________________________________
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Registration statement No.: ____________________________________________
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CCA INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
July 11, 2002
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, 2002, 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, 2002.
* * *
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 May 31, 2002 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 24, 2002
- --------------------------------------------------------------------------------
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, 2002, at 4 p.m.
Shareholders of record on May 31, 2002 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 2001 fiscal year, on or about June 6, 2002.
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 24, 2002, there were 6,242,823 shares of Common Stock and 1,029,930
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 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 24, 2002 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, (ii) each
Officer and Director, and (iii) Officers and Directors as a group. Moreover, it
presents individual
1
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 369,685 484,615 257,500 12.13/15.22
c/o CCA Industries, Inc.
200 Murray Hill Parkway
East Rutherford, NJ 07073
Ira W. Berman 334,745 473,615 302,000 11.47/15.11
c/o CCA Industries, Inc.
Drew Edell 51,250 0 75,000 .73/1.77
c/o CCA Industries, Inc.
Dunnan Edell 41,250 0 75,000 .59/1.63
c/o CCA Industries, Inc.
Jack Polak 25,000 2,700 25,000 .39/.75
98 Park Avenue
New York, NY 10016
Stanley Kreitman 0 0 25,000 0/.35
c/o CCA Industries, Inc.
Rami G. Abada 0 0 25,000 0/.35
c/o CCA Industries, Inc.
John Bingman 0 0 0 0/0
c/o CCA Industries, Inc.
Officers and Directors 821,930 960,930 784,500 25.3/32.79
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 90% of the outstanding
shares of Class A Common Stock.
Messrs. David Edell, Dunnan Edell, Drew Edell and Ira Berman are officers
and directors. John Bingman is an officer. Messrs. Polak, Kreitman, and Abada
are directors.
2
C. EXECUTIVE COMPENSATION
i. SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned in the 2001, 2000, and
1999 fiscal years by the Company's Chief Executive Officer and all of the
executive officers whose fiscal 2001 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, ............... 2001 $514,399 $247,806 $ 35,985 0 0
President and Chief 2000 425,372 132,221 12,552 0 0
Executive Officer 1999 401,468 111,546 17,088 0 0
Ira W. Berman, ............. 2001 514,399(3) 247,806 24,117 0 0
Secretary and Executive 2000 425,372(3) 132,221 11,775 0 0
Vice President 1999 401,468(3) 111,546 16,666 0 0
Dunnan Edell, .............. 2001 232,595 4,231 2,914 0 0
Executive Vice 2000 218,076 4,194 2,723 0 0
President--Sales 1999 200,000 15,000 7,614 0 0
Drew Edell, ................ 2001 187,596 3,365 816 0 0
Vice President 2000 175,000 3,365 577 0 0
Manufacturing 1999 150,000 12,000 1,468 0 0
John Bingman, .............. 2001 101,354 20,000 2,926 0 0
Treasurer 2000 98,662 -- 855 0 0
1999 93,416 1,862 756 0 0
- ------------------
(1) Includes the personal-use value of Company-leased automobiles, the value of
Company-provided life insurance, the value of Company-provided health
insurance that is made available to all employees, and director-fees paid
to Messrs. David, Dunnan and Drew Edell and Ira Berman.
(2) Includes $99,396 paid to Ira W. Berman & Associates, P.C.
ii. FISCAL 2001 OPTION GRANTS AND OPTION
EXERCISES; YEAR-END OPTION VALUATION
No new options were granted to any of the Named Officers in fiscal 2001.
3
The next table identifies 2001 fiscal-year option exercises by Named
Officers, and reports a valuation of their options.
NUMBER OF
SHARES NUMBER OF SHARES COVERED VALUE OF UNEXERCISED
ACQUIRED ON VALUE BY UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED AT NOVEMBER 30, 2001 NOVEMBER 30, 2000(1)
----------- -------- ------------------------ -----------------------
David Edell ........ 200,000 $100,000 257,500 $218,875
Ira W. Berman ...... 200,000 100,000 302,000 256,700
Dunnan Edell ....... 0 -- 75,000 63,750
Drew Edell ......... 0 -- 75,000 63,750
John Bingman ....... 0 -- 0 --
- ----------------
(1) In-the-money options are those 'priced' below the Common Stock market price
at November 30, 2001, 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 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
OF SHARES GRANT DATE PRICE DATES REPRICED NEW PRICES
--------- ------------ -------- --------------- ----------
David Edell .... 100,000 Aug. 1, 1997 $2.50 11/3/98-5/24/01 $1.50-$.50
Ira W. Berman .. 100,000 Aug. 1, 1997 2.50 11/3/98-5/24/01 1.50-$.50
Dunnan Edell ... 50,000 Aug. 1, 1997 2.50 11/3/98-5/25/01 1.50-$.50
Drew Edell ..... 50,000 Aug. 1, 1997 2.50 11/3/98-5/24/01 1.50-$.50
Stanley Kreitman 25,000 Aug. 1, 1997 2.50 11/3/98-5/24/01 1.50-$.50
Rami Abada ..... 25,000 Aug. 1, 1997 2.50 11/3/98-5/24/01 1.50-$.50
Dunnan Edell ... 25,000 June 10, 1995 4.50 6/10/00-5/24/01 1.50-$.50
Drew Edell ..... 25,000 June 10, 1995 4.50 6/10/00-5/24/01 1.50-$.50
- ---------------
The full Board of Directors authorized each of the referenced repricings in
consequence of declining market valuations, inconsistent with the Company's
realizable value. (See the Annual Report on Form 10-K, for the fiscal year ended
November 30, 2001, for additional details.)
iii. COMPENSATION OF DIRECTORS
Each 'outside' director (Messrs. Kreitman, Polak and Abada) was paid $2,000
per meeting for attendance of board meetings in fiscal 2001. No other
compensation was paid to any director for directorship duties or meeting
attendance. No new options were granted to any director in fiscal 2001.
The full Board of Directors met three times in the 2001 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 three times in fiscal 2001. (An
Audit Committee Charter was adopted by the full Board of Directors in fiscal
2000, and a copy of it was appended to the Proxy Statement disseminated for and
in respect of the Company's 2001 Annual Meeting.)
Mr. Berman, the Company's Board Chairman, its Corporate Secretary, and one
of its Vice Presidents, is not an "independent" member, but each of the other
Audit Committee Members are "independent," as defined by the National
Association of Securities Dealers (in "NASD" listing requirements).
4
Re fiscal 2001, the Audit Committee (a) reviewed and discussed the
Company's audited financial statements, with management; (b) received and
discussed the information required to be discussed, pursuant to Auditing
Standards and SEC regulations, with the Company's independent auditors; (c)
received written disclosures, and the letter concerning same, from the
independent auditors as required by SEC regulations and described by
Independence Standard Board Standards; (d) discussed the independence of the
auditors, with the auditors; and (e) recommended that the audited financial
statements be included in the Company's Annual Report on Form 10-K.
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 1994 Stock Option Plan covers 1,000,000 shares of its Common
Stock.
(The Company's 1984 Stock Option Plan covered 1,500,000 shares of its
Common Stock, and its 1986 Stock Option Plan covered 1,500,000 shares. Each of
those plans has expired, and no options issued under either are outstanding, or
yet exercisable.)
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
5
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 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.
EQUITY COMPENSATION PLAN INFORMATION
(A) (B) (C)
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES WEIGHTED-AVERAGE UNDER EQUITY
TO BE ISSUED UPON EXERCISE PRICE OF COMPENSATION PLANS
EXERCISE OF OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY OUTSTANDING OPTIONS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
- ------------- ------------------- -------------------- ------------------------
Equity Compensation plans approved
by security holders ................. 784,500 $.50 -0-
Equity Compensation plans not
approved by security holders ........ -0- -- -0-
Total ................................. 784,500 $.50 --
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 (December 1996 - December 2001), 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 CUMULATIVE TOTAL RETURN*
AMONG CCA INDUSTRIES, INC., THE DOW JONES TOTAL MARKET INDEX
AND THE DOW JONES COSMETICS INDEX
[GRAPHICAL REPRESENTATION OF DATA CHART]
* $100 invested on 12/31/96 in stock of index including reinvestment of
dividends.
CUMULATIVE TOTAL RETURN*
11/96 11/97 11/98 11/99 11/00 11/01
----- ----- ----- ----- ----- -----
CCA Industries, Inc. ......... 100 95 54 49 24 56
DJ Equity Market ............. 100 132 165 202 183 161
DJ Cosmetics/Personal Care ... 100 123 128 114 109 100
- ----------------
* $100 invested on November 30, 1996 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 directors,
and Vice-Presidents of the Company.
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.
7
F. AUDIT FEES
Its independent auditors (Sheft, Kahn & Company, L.L.P.) charged the
Company as follows, for fiscal 2001 services (and was paid the sums charged):
(a) approximately $81,000 for the fiscal 2001 year-end audit of the Company's
financial statements; (b) approximately $54,000 for interim reviews; (c) $1,000
for "Financial Information Systems" services; and (d) approximately $40,000 for
other professional services (tax, management consulting, etc.)
The Audit Committee considered all fees paid to Sheft, Kahn & Company in
recent years, and in the 2001 fiscal year, and concluded that no fee-issue
threatens their `independence.'
G. 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.
H. 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.
I. SHAREHOLDER PROPOSALS FOR THE YEAR 2003
Proposals of shareholders that are intended to be presented at the
Company's year 2003 Annual Meeting of Shareholders must be received by the
Company no later than February 13, 2003 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 the three proposed for election by the holders
of Common Stock (Dunnan Edell, Drew Edell and Rami G. Abada). All of the re-
nominated directors have agreed to continue to serve if re-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 24, 2002. (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 90% of
the Class A Common Stock shares, and they have jointly proposed themselves, and
Mr. Kreitman, for re-election.)
David Edell, age 70, 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 70, 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 89, 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 70, 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 46, 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 Vice-President in 1986.
He was employed by Alleghany Pharmacal Corporation from 1982 to 1984, and by
Hazel Bishop from 1977 to 1981.
9
Rami G. Abada, age 42, 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 44, 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, 2002. 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 2001 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 24, 2002
11
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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, 2002
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.
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[x] Please mark your
votes as in this
example.
FOR WITHHELD
1. Election of [ ] [ ] Nominees:
Directors Drew Edell
Rami G. Abada
Dunnan Edell
2. Ratification of this 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, 2002.
For, except vote withheld from the following nominee(s).
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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.
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