UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-12
E COM VENTURES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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E Com Ventures, Inc.
251 International Parkway
Sunrise, Florida 33325
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On December 12, 2003
To our Shareholders:
The 2003 Annual Meeting of Shareholders of E Com Ventures, Inc. will be
held at 11:00 a.m. on Friday, December 12, 2003, at the E Com Ventures, Inc.
Corporate Office, 251 International Parkway, Sunrise, Florida 33325, for the
purpose of considering and acting upon the following:
1. Election of six members to our Board of Directors to hold
office until our 2004 Annual Meeting of Shareholders or until
their successors are duly elected and qualified;
2. Ratification of the appointment of Deloitte & Touche LLP as
our independent public accountants; and
3. Any other matters that properly come before the Annual
Meeting.
The Board of Directors is not aware of any other business scheduled for
the Annual Meeting. Any action may be taken on the foregoing proposals at the
Annual Meeting on the date specified above, or on any date or dates to which the
Annual Meeting may be adjourned.
Shareholders of record at the close of business on October 24, 2003 are
entitled to notice of, and to vote at, the Annual Meeting or at any
postponements or adjournments of the Annual Meeting.
By Order of the Board of Directors,
/s/ Ilia Lekach
-------------------------------------------------
Ilia Lekach
Chairman of the Board and Chief Executive Officer
Sunrise, Florida
November 12, 2003
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YOUR VOTE IS IMPORTANT
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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TABLE OF CONTENTS
Page
----
About the Meeting.................................................................................................1
What is the purpose of the annual meeting?...............................................................1
Who is entitled to vote at the meeting?..................................................................1
Who can attend the meeting?..............................................................................1
What constitutes a quorum?...............................................................................1
How do I vote?...........................................................................................2
Can I vote by telephone or electronically?...............................................................2
Can I change my vote after I return my proxy card?.......................................................2
What are the board's recommendations?....................................................................2
What vote is required to approve each proposal?..........................................................2
Who pays for the preparation of the proxy?...............................................................3
Proposal 1 - Election of Directors................................................................................4
Directors Standing for Election..........................................................................4
Security Ownership of Certain Beneficial Owners and Management....................................................7
Board of Directors Committees.....................................................................................8
Compensation of Executive Officers and Directors..................................................................9
Report on Executive Compensation.................................................................................11
Report of The Audit Committee....................................................................................11
Certain Relationships and Related Transactions...................................................................14
Section 16(a) Beneficial Ownership Reporting Compliance..........................................................16
Proposal 2 - Ratification of the Appointment of Independent Auditors.............................................16
Other Business...................................................................................................18
Shareholder Proposals for the 2004 Annual Meeting................................................................18
i
E COM VENTURES, INC.
2003 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------
PROXY STATEMENT
-----------------------------------
This Proxy Statement contains information related to our 2003 Annual
Meeting of Shareholders to be held on Friday, December 12, 2003, beginning at
11:00 a.m., at the E Com Ventures, Inc. Corporate Office, 251 International
Parkway, Sunrise, Florida 33325, and at any adjournments or postponements
thereof. The approximate date that this Proxy Statement, the accompanying Notice
of Annual Meeting and the enclosed Form of Proxy are first being sent to
shareholders is November 12, 2003. You should review this information in
conjunction with our 2002 Annual Report to Shareholders, which accompanies this
Proxy Statement.
ABOUT THE ANNUAL MEETING
What is the purpose of the Annual Meeting?
At the Annual Meeting, shareholders will vote on the election of
Directors and ratification of the appointment of our independent public
accountants. In addition, we will report on our performance and respond to
questions from our shareholders.
Who is entitled to vote at the Annual Meeting?
Only shareholders of record at the close of business on the record
date, October 24, 2003, are entitled to receive notice of the Annual Meeting and
to vote shares of our common stock that they held on the record date, or any
postponements or adjournments of the Annual Meeting. Each outstanding share of
common stock entitles its holder to cast one vote on each matter to be voted
upon.
Who can attend the Annual Meeting?
All shareholders as of the record date, or their duly appointed
proxies, may attend. If your shares are held in the name of your broker or bank,
you will need to bring evidence of your stock ownership, such as your most
recent brokerage statement, and valid picture identification.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of all of the shares of common stock outstanding on the
record date will constitute a quorum, permitting the Annual Meeting to conduct
its business. As of the record date, 2,461,838 shares of our common stock 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 Annual Meeting for purposes of a quorum, but will not be counted
as votes cast "for" or "against" any given matter.
If less than a majority of outstanding shares entitled to vote are
represented at the Annual Meeting, a majority of the shares present at the
Annual Meeting may adjourn the Annual Meeting to another date, time or place,
and notice need not be given of the new date, time or place if the new date,
time or place is announced at the Annual Meeting before an adjournment is taken.
1
How do I vote?
If you complete and properly sign the accompanying proxy card and
return it to us, it will be voted as you direct. If you are a registered
shareholder and you attend the Annual Meeting, you may deliver your completed
proxy card in person. "Street name" shareholders who wish to vote at the Annual
Meeting will need to obtain a proxy from the institution that holds their
shares.
Can I vote by telephone or electronically?
If your shares are held in "street name," please check your proxy card
or contact your broker or nominee to determine whether you will be able to vote
by telephone or electronically.
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 our Secretary either a
notice of revocation or a duly executed proxy bearing a later date. You may also
change your vote by attending the Annual Meeting in person and voting. The
powers of the proxy holders will be suspended if you attend the Annual Meeting
in person and vote, although attendance at the Annual 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 our Board of Directors. The recommendation of the Board of
Directors is set forth with the description of each proposal in this Proxy
Statement. In summary, the Board of Directors recommends a vote:
o for the election of the nominated slate of Directors;
o for the ratification of the appointment of Deloitte & Touche
LLP as our independent public accountants.
The Board of Directors does not know of any other matters that may be
brought before the Annual Meeting, nor does it foresee or have reason to believe
that the proxy holders will have to vote for substitute or alternate Board of
Directors nominees. In the event that any other matter should properly come
before the Annual Meeting or any Board of Directors nominee is not available for
election, the proxy holders will vote as recommended by the Board of Directors
or, if no recommendation is given, in accordance with their best judgment.
What vote is required to approve each proposal?
Election of Directors. The affirmative vote (either in person or by
proxy) of a plurality of the votes cast at the Annual Meeting is required for
the election of Directors. This means that candidates who receive the highest
number of votes are elected. Abstentions and broker non-votes are not votes cast
and are not counted in determining whether a nominee is elected. A properly
executed proxy marked to "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. Shareholders do not have the right to cumulate their
votes for Directors.
Other Proposals. For each other proposal, the affirmative vote of a
majority of the votes cast at the Annual Meeting (either in person or by proxy)
will be required for approval. Abstentions and broker non-votes are treated as
shares present or represented and entitled to vote on such matters, and thus
have the same effect as negative votes. A properly marked "ABSTAIN" with respect
to any such matter will not be voted, although it will be counted for purposes
of determining whether there is a quorum.
2
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum.
Who pays for the preparation of the proxy?
We will pay the cost of preparing, assembling and mailing the Proxy
Statement, Notice of Annual Meeting and enclosed proxy card. In addition to the
use of mail, our employees may solicit proxies personally and by telephone. Our
employees will receive no compensation for soliciting proxies other than their
regular salaries. We may request banks, brokers and other custodians, nominees
and fiduciaries to forward copies of the proxy material to the beneficial owners
of our common stock and to request authority for the execution of proxies, and
we may reimburse such persons for their expenses incurred in connection with
these activities.
Our principal executive offices are located at 251 International
Parkway, Sunrise, Florida 33325, and our telephone number is (954) 335-9100. A
list of shareholders entitled to vote at the Annual Meeting will be available at
our offices for a period of ten days prior to the Annual Meeting and at the
Annual Meeting itself for examination by any shareholder.
3
PROPOSAL 1 - ELECTION OF DIRECTORS
Directors Standing for Election
At the Annual Meeting, the shareholders will elect six Directors, each
of whom will serve for a term expiring at the 2004 Annual Meeting of
Shareholders, or until his or her successor has been duly elected and qualified.
The Board of Directors has no reason to believe that any nominee will
refuse or be unable to serve if elected. However, if any of them should become
unavailable to serve as Director, the Board of Directors may designate a
substitute nominee or the number of Directors may be reduced in accordance with
our bylaws. If the Board of Directors designates a substitute nominee, the
persons named as proxies will vote for the substitute nominee designated by the
Board of Directors.
The Directors standing for election are:
o Ilia Lekach
o Donovan Chin
o Carole Ann Taylor
o Daniel Bengio
o Joseph Bouhadana
o Miles Raper
All of our Director nominees are currently serving as our Directors.
Executive Officers and Directors
The following are our executive officers and Directors:
Name Age Position
------------------------------------- ---------- ----------------------------------------------------------
Ilia Lekach 55 Chairman of the Board and Chief Executive Officer
A. Mark Young 42 Chief Financial Officer
Jeffrey Geller 29 President and Chief Operating Officer of the Retail
Division of Perfumania, Inc.
Donovan Chin 37 Chief Financial Officer of Perfumania, Inc., Secretary and
Director
Leon Geller 48 Vice President of Purchasing, Perfumania, Inc.
Alan Grobman 33 Vice President of Logistics and Distribution, Perfumania,
Inc.
Joel Lancaster 44 Vice President of Stores, Perfumania, Inc.
Carole Ann Taylor(1)(2)(3) 57 Director
Daniel Bengio(1) 40 Director
Joseph Bouhadana(1)(2)(3) 33 Director
Miles Raper(1) 66 Director
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Stock Option Committee.
4
o Ilia Lekach -- is one of our co-founders and was our Chief Executive
Officer and Chairman of the Board from incorporation in 1988 until his
resignation in April 1994. Mr. Lekach was re-appointed Chief Executive
Officer and Chairman of the Board on October 28, 1998. He is also
Chairman of the Board and Chief Executive Officer of Parlux Fragrances,
Inc., a publicly traded manufacturer of fragrance and related products,
and was Chairman of the Board of Directors and Interim Chief Executive
Officer of Nimbus Group, Inc., formerly known as Take To Auction.Com,
Inc., a publicly held company committed to the development of a private
jet air taxi network, until March 2003.
o A. Mark Young -- joined us in February 2000 and became our Chief
Financial Officer in May 2000. He served as one of our Directors from
April 2001 until his resignation as a Director in September 2002. Prior
to February 2000, Mr. Young was employed for seven years in the
Business Assurance practice of the Middle Market Group of
PricewaterhouseCoopers LLP. Mr. Young is a Certified Public Accountant.
o Jeffrey Geller -- joined us in March 2000 and was appointed the
President and Chief Operating Officer of our Retail division in May
2000. He served as one of our Directors from April 2001 until his
resignation as a Director in September 2002. Prior to joining us, Mr.
Geller was the Director, General Manager and Development Agent for an
international restaurant chain in Peru, which operated company owned
and franchised locations. Jeffrey Geller is the nephew of Leon Geller,
the Vice President of Purchasing of Perfumania, Inc.
o Donovan Chin -- serves as the Chief Financial Officer of Perfumania. He
was appointed Corporate Secretary in February 1999, Director in March
1999 and Chief Financial Officer of Perfumania in May 2000. He has also
served as our Chief Financial Officer from February 1999 to May 2000.
From May 1995 to February 1999, Mr. Chin was our Corporate Controller,
and from May 1993 to May 1995 he was Assistant Corporate Controller.
Previously, Mr. Chin was employed by Pricewaterhouse LLP in its Miami
audit practice. Mr. Chin is a Certified Public Accountant.
o Leon Geller -- Leon Geller joined us in March 2001 as Vice President of
Purchasing of Perfumania, Inc. Prior to joining us, Mr. Geller was the
Executive Director of a textile distributor in Peru. Leon Geller is the
uncle of Jeffrey Geller, the President and Chief Operating Officer of
our Retail Division.
o Alan Grobman - has served as the Vice President of Logistics and
Distribution for Perfumania, Inc. since February 2003. He also served
as our Director of Fulfillment from November 2000 to February 2003.
Previously, Mr. Grobman was Plant Manager of Crown Cork and Seal del
Peru, a manufacturer of food and specialty packaging from March 1999 to
October 2000, and prior to that he was the General Manager of
Corporacion Lealha, a beverage and entertainment company from May 1997
to March 1999.
o Joel Lancaster -- has served as the Vice President of Stores for
Perfumania, Inc. since July 2000. He also served as our Director of
Stores from August 1997 to July 2000, and as a District Supervisor from
October 1995 to August 1997. Previously, Mr. Lancaster was employed by
Lillie Rubin, Inc. as its National Director of Stores for four years.
o Carole Ann Taylor-- has been a Director since June 1993. She is the
owner of Little Havana to Go, Little Havana's official souvenir store
in historic Little Havana, Miami, Florida, specializing in art, music,
Cuban memorabilia, cigars and clothing. She is also the owner of Miami
To Go, a retail and wholesale Miami souvenir company and a partner in
5
Miami Airport Duty Free Joint Venture, owners of the 12 duty free
stores at Miami International Airport. Ms. Taylor is also a board
member for the Performing Arts Center Trust of Miami, the City of Miami
International Trade Board, the World Trade Center, the Academy of
Travel and Tourism, the Omni Advisory Board, the Greater Miami Host
Committee, the Visitor Industry Council and the Miami Dade Community
College School of Aviation & Visitor Services Advisory Committee. She
is a member of the Executive Committee of the Greater Miami Convention
& Visitors Bureau. Ms. Taylor is a member of our Audit, Compensation
and Stock Option Committees.
o Daniel Bengio -- was appointed a Director in October 2003. Mr. Bengio
is a Certified Public Accountant. He has been a partner in the
accounting firm of Hoffman, Levy, Bengio & Co., PL since 2001.
Previously, Mr. Bengio worked in public accounting for various other
firms. From 1993 through 1996 he worked at Sunpointe Mortgage
Corporation, in various capacities up to Vice President and Chief
Financial Officer. Mr. Bengio is a member of our Audit Committee.
o Joseph Bouhadana -- was appointed a Director in September 2002. Mr.
Bouhadana has served as Vice President of Information Technology of
Tutopia.com, a privately owned Internet service provider with a
presence in nine countries in Latin America, since September 2000.
Previously, Mr. Bouhadana was the Director of Information Technology of
Hotelworks.com or Parker Reorder, a publicly traded company
specializing in hospitality business to business procurement,
distribution and logistics systems. Mr. Bouhadana is a member of our
Audit, Compensation and Stock Option Committees.
o Miles Raper-- was appointed a Director in October 2002. Mr. Raper
serves as Chairman of the Board for Ryder System Federal Credit Union,
a position he has held since 1996. He retired from Ryder System, Inc.
("Ryder"), a publicly traded provider of logistics, supply chain and
transportation management solutions, in May 2002. Mr. Raper had been
employed by Ryder since 1983 where he served as Senior Vice President
of Global Transportation Services, Vice President of Automotive
Operations and Vice President and General Manager of its Temperature
Controlled Carriage Division. Mr. Raper is a member of the Council of
Logistics Management and the Warehousing Education and Research
Council. He is retired from the U.S. Air Force Reserve but served
active duty during Operation Desert Storm. He holds a Juris Doctorate
from Atlanta Law School. Mr. Raper is a member of our Audit Committee.
Our officers are elected annually by our Board of Directors and serve
at the discretion of the Board. Our Directors hold office until the next annual
meeting of shareholders and until their successors have been duly elected and
qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
NAMED ABOVE.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of common stock beneficially owned
as of October 24, 2003 by: (a) each of our Directors and nominees for Director,
(b) each of our executive officers named in the Executive Compensation Table,
(c) all of our Directors and executive officers as a group and (d) each person
known by us to beneficially own more than 5% of our outstanding common stock.
Unless otherwise provided, the address of each holder is c/o E Com Ventures,
Inc., 251 International Parkway, Sunrise, Florida, 33325.
Common Stock Beneficially Owned
------------------------------------------------------------------------------------------------
Name and Address Outstanding Shares Exercisable Currently Total Number of Shares Percent of Shares
of Beneficial Owner Beneficially Owned(a) Or Within 60 Days(b) Beneficially Owned (a+b) Outstanding
--------------------------------- ---------------------- ---------------------- ----------------------------- ------------------
Ilia Lekach 425,146 318,750 743,896 (1)(2)(3)(4) 30.2%
Rachmil Lekach 199,776 25,000 224,776 (1)(2)(4) 9.1%
A. Mark Young 1,775 25,000 26,775 (1)(4) 1.1%
Jeffrey Geller 3,555 25,000 28,555 (1)(4) 1.2%
Donovan Chin - 27,250 27,250 (1)(4) 1.1%
Leon Geller - 12,500 12,500 (1)(4) *
Alan Grobman - 12,500 12,500 (1)(4) *
Joel Lancaster 450 16,250 16,700 (1)(4) *
Carole A. Taylor - 6,000 6,000 (1)(4) *
Daniel Bengio - 500 500(1)(4) *
Joseph Bouhadana - 1,500 1,500 (1)(4) *
Miles Raper - 1,500 1,500 (1)(4) *
Parlux Fragrances, Inc. 378,102 - 378,102 (5) 15.4%
Anthony Silverman 200,400 - 200,400 (6) 8.1%
Glenn H. Nussdorf 285,590 - 285,590 (7) 11.6%
Stephen L. Nussdorf 121,600 - 121,600 (7) 5.0%
All directors and executive
officers as a group (11 persons) 877,676 (8) 35.7%
------------------
*Less than 1%.
(1) For purposes of this table, beneficial ownership is computed pursuant
to Rule 13d-3 under the Exchange Act; the inclusion of shares as
beneficially owned should not be construed as an admission that such
shares are beneficially owned for purposes of the Exchange Act. Under
the rules of the SEC, a person is deemed to be a "beneficial owner" of
a security he or she has or shares the power to vote or direct the
voting of such security or the power to dispose of or direct the
disposition of such security. Accordingly, more than one person may be
deemed to be a beneficial owner of the same security.
(2) Ilia Lekach and Rachmil Lekach jointly own with their spouses the
shares set forth opposite their respective names.
(3) Includes 27,850 shares of common stock owned by Pacific Investment
Group and 131,804 shares of common stock owned by IZJD Corporation,
corporations wholly owned by Mr. Lekach.
(4) Includes shares of common stock issuable upon the exercise of stock
options currently exercisable or exercisable within 60 days of November
7, 2003 in the following amounts: Ilia Lekach (318,750); Rachmil Lekach
(25,000); Jeffrey Geller (25,000); A. Mark Young (25,000); Donovan Chin
(27,250); Leon Geller (12,500); Alan Grobman (12,500); Joel Lancaster
(16,250); Carole A. Taylor (6,000); Daniel Bengio (500); Joseph
Bouhadana (1,500) and Miles Raper (1,500).
(5) The address of Parlux Fragrances, Inc. is 3725 S.W. 30th Avenue, Ft.
Lauderdale, Florida 33154. Ilia Lekach, our Chairman and Chief
Executive Officer, is the natural person at Parlux Fragrances who has
voting control or power to direct the disposition of the shares.
(6) Based on the Schedule 13D dated April 17, 2003, filed with the SEC by
Anthony Silverman. The principal business address of Mr. Silverman is
11811 N. Tatum Blvd., Ste. 4040, Phoenix, AZ 85028.
(7) Based on the Schedule 13D dated September 19, 2003, filed with the SEC
by Glenn A. Nussdorf and Stephen L. Nussdorf. The principal business
address of Messrs. Nussdorf is 14 East 81st Street, New York, NY 10028.
(8) Includes shares of common stock issuable upon the exercise of stock
options currently exercisable or exercisable within 60 days of November
7, 2003 in the following amounts: Ilia Lekach (318,750); Jeffrey Geller
(25,000); A. Mark Young (25,000); Donovan Chin (27,250); Leon Geller
(12,500); Alan Grobman (12,500); Joel Lancaster (16,250); Carole A.
Taylor (6,000); Daniel Bengio (500); Joseph Bouhadana (1,500) and Miles
Raper (1,500).
7
Board OF DIRECTORS Committees
Our Board of Directors has a standing Audit Committee, Compensation
Committee and Stock Option Committee. We do not have a nominating or similar
committee. Our Board of Directors performs the functions of a nominating
committee.
For the fiscal year ended February 1, 2003, Carole Ann Taylor, James
Fellus, Joseph Bouhadana and Miles Raper were the members of our Audit
Committee. James Fellus resigned from the Board and the Audit Committee in
October 2003. Carole Ann Taylor, Daniel Bengio, Joseph Bouhadana and Miles Raper
are the current members of our Audit Committee. The Audit Committee is governed
by a written charter adopted by the Board of Directors. Each of the members of
the Audit Committee is independent as defined under the National Association of
Securities Dealers' listing standards. The duties and responsibilities of the
Audit Committee include: (a) assisting our Board in its oversight of the
integrity of our financial statements, (b) the selection and retention of our
auditors and any termination of engagement, (c) reviewing the scope and results
of audits and other services provided by our auditors, (d) reviewing our
significant accounting policies and internal controls and (e) having general
responsibility for all related auditing matters. The Audit Committee held 3
meetings during the fiscal year ended February 1, 2003.
For the fiscal year ended February 1, 2003, Carole Ann Taylor and
Joseph Bouhadana were the members of our Compensation Committee. The
Compensation Committee reviews and approves the compensation of our executive
officers, including salaries, bonuses and benefit plans. The Compensation
Committee met once during the fiscal year ended February 1, 2003.
For the fiscal year ended February 1, 2003, Carole Ann Taylor and
Joseph Bouhadana were the members of the Stock Option Committee. The Stock
Option Committee administers our 2000 Stock Option Plan and the 2000 Directors
Stock Option Plan. The Stock Option Committee held one meeting during the fiscal
year ended February 1, 2003.
During the fiscal year ended February 1, 2003, our Board of Directors
took certain actions by unanimous written consent and held 6 meetings. During
the last fiscal year, no Director attended fewer than 75 percent of (i) the
meetings of our Board of Directors held during the period they served on the
Board, and (ii) the meetings of committees of our Board of Directors held during
the period they served on such committees, except for James Fellus who attended
3 of the 6 Board of Director meetings.
8
Compensation of Executive Officers and Directors
Executive Compensation
The following tables set forth certain information concerning
compensation for the fiscal years ended February 1, 2003 (Fiscal 2002), February
2, 2002 (Fiscal 2001) and February 3, 2001 (Fiscal 2000) of the Chief Executive
Officer and the most four highly compensated executive officers who were serving
as executive officers at the end of the last fiscal year whose total annual
salary and bonus exceeded $100,000 for fiscal 2002 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------------------------------------
Fiscal Other Annual
Name and Principal Position Year Salary($) Bonus($) Compensation($)(1)
-----------------------------------------------------------------------------------------
Ilia Lekach 2002 441,000 - -
Chairman of the Board and 2001 438,577 250,000 -
Chief Executive Officer 2000 433,846 80,000 -
A. Mark Young (3) 2002 196,153 - -
Chief Financial Officer 2001 166,152 - -
2000 122,079 - -
Jeffrey Geller (4) 2002 192,561 - -
President and Chief Operating Officer 2001 162,197 - -
Perfumania, Inc. 2000 114,104 - -
Donovan Chin 2002 200,857 - -
Chief Financial Officer, 2001 189,443 - -
Perfumania, Inc. and Secretary 2000 174,447 - -
Leon Geller (5) 2002 173,166 - -
Vice President of Purchasing, 2001 159,341 - -
Perfumania, Inc. 2000 42,858 - -
SUMMARY COMPENSATION TABLE
Long-term Compensation
-------------------------------------
Awards Payouts
----------------------- ------------
Restricted Stock LTIP All Other
Name and Principal Position Awards($) Options(#)(2) Payouts($) Compensation($)
---------------------------------------------------------------------------------------------------
Ilia Lekach - - - -
Chairman of the Board and - 125,000 - -
Chief Executive Officer - - - -
A. Mark Young (3) - - - -
Chief Financial Officer - 12,500 - -
- 12,500 - -
Jeffrey Geller (4) - - - -
President and Chief Operating Officer - 10,000 - -
Perfumania, Inc. - 15,000 - -
Donovan Chin - - - -
Chief Financial Officer, - - - -
Perfumania, Inc. and Secretary - - - -
Leon Geller (5) - - - -
Vice President of Purchasing, - 12,500 - -
Perfumania, Inc. - - - -
(1) The column for "Other Annual Compensation" does not include any amounts
for executive perquisites and any other personal benefits, such as the
cost of automobiles, life insurance and disability insurance because
the aggregate dollar amount per executive does not exceed the lesser of
$50,000 or 10% of his annual salary and bonus.
(2) Our Board of Directors authorized a one-for-four reverse stock-split of
our outstanding shares of common stock for shareholders of record on
March 2, 2002. Accordingly, all share and per share data shown in this
Proxy Statement have been retroactively adjusted to reflect this
reverse stock-split.
(3) A. Mark Young joined us in February 2000 and was appointed Chief
Financial Officer in May 2000.
(4) Jeffrey Geller joined us in March 2000 and was appointed President and
Chief Operating Officer of Perfumania, Inc. in May 2000.
(5) Leon Geller joined us in October 2000 and was appointed Vice President
of Purchasing of Perfumania, Inc. in March 2001.
Option Grants in Last Fiscal Year
There were no grants of stock options made during Fiscal 2002 to any
Named Executive Officer.
9
Options Exercised in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth certain information regarding option
exercises by the Named Executive Officers during Fiscal 2002, and options held
by such executive officers on February 1, 2003:
Number of Value of Unexercised
Unexercised Options In-The-Money Options
Number of at Fiscal Year-End(#) at Fiscal Year-End($)(1)
Shares Acquired Exercisable / Exercisable /
Name on Exercise Value Realized Unexercisable Unexercisable
------------------ --------------------- ----------------------- ---------------------------- ------------------------------
Ilia Lekach - - 193,750 / 125,000 583,735 / 0
A. Mark Young - - 12,500 / 12,500 750 / 1,500
Jeffrey Geller - - 13,333 / 11,667 600 / 1,200
Donovan Chin - - 27,250 / 0 3,825 / 0
Leon Geller - - 4,166 / 8,334 750 / 1,500
Employment and Severance Agreements
Effective February 1, 2002, we entered into a 3-year employment
agreement with Ilia Lekach pursuant to which he will receive an annual salary of
$460,000, subject to cost-of-living increases or 5% if higher. The employment
agreement provides that Mr. Lekach will continue to receive his annual salary
until the expiration of the term of the agreement if his employment is
terminated by us for any reason other than death, disability or cause (as
defined in the employment agreement). The agreement contains a performance bonus
plan, which provides for additional compensation and grant of stock options, if
we meet certain specified net income levels. The employment agreement prohibits
the employee from directly or indirectly competing with us during the term of
his employment and for one year after termination of employment except in the
case of our termination of employment without cause. Pursuant to the terms of
this agreement, Mr. Lekach received a signing bonus of $250,000 and was granted
125,000 options to purchase our common stock at an exercise price of $4.00 per
share (the closing market price of our common stock on January 31, 2002). The
options will vest one-third after each twelve month period from February 1,
2002.
Effective January 2003, we entered into 3-year employment agreements with
A. Mark Young and Jeffrey Geller pursuant to which they receive annual salaries
of $210,000 subject to specified increases. The employment agreements provide
that Mr. Young and Mr. Geller will continue to receive their salary until the
expiration of the term of the employment agreements if their employment is
terminated by us for any reason other than death, disability or cause (as
defined in the employment agreements), as well as provisions for change in
control.
Director Compensation
We pay each non-employee Director a $10,000 annual retainer, and
reimburse their expenses in connection with their activities as Directors. In
addition, non-employee Directors are eligible to receive stock options under the
2000 Directors Stock Option Plan.
The 2000 Directors Stock Option Plan currently provides for an automatic
grant of an option to purchase 500 shares of our common stock upon a person's
election as Director, and an automatic grant of options to purchase 1,000 shares
of our common stock upon re-election to the Board, in both instances at an
exercise price equal to the fair market value of the common stock on the date of
the option grant.
10
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee reviews and approves the compensation of our
executive officers, including salaries, bonuses and benefit plans. The
Compensation Committee met once during the fiscal year ended February 1, 2003.
The policy of the Board of Directors is to maintain executive
compensation at levels that will permit us to attract, motivate and retain
individuals with superior managerial abilities. The levels of compensation are
intended to reward individual initiative and achievement, while motivating our
executives to increase shareholder value by improving our performance and
profitability.
The base salaries of our Chief Executive Officer and all Named
Executive Officers have been fixed in accordance with the terms of their
respective employment agreements, which salaries have been reviewed by the
Compensation Committee. In reviewing base salaries, the Compensation Committee
considers factors such as the responsibilities of the position, corporate
progress toward achieving objectives and individual performance, experience and
expertise. In determining our executives' overall compensation, the Compensation
Committee also reviews certain compensation levels at other companies because
the Compensation Committee believes that we compete for executive talent with
companies in addition to those in our peer group. Additional criteria reviewed
by the Compensation Committee in determining appropriate compensation levels
include subjective factors related to corporate and individual performance.
Our Stock Option Committee reviews and approves the grant of options
pursuant to our 2000 Stock Option Plan. In furtherance of our executive
compensation policies, stock options are considered an integral part of our
executives' overall compensation. The Compensation Committee believes that as an
executive's level of responsibility increases, a greater portion of the total
compensation opportunity should be based upon share ownership and other
incentives and less upon base salary. Our executives' compensation pursuant to a
stock option grant generally increases only to the extent the value of common
stock underlying the stock options increases, therefore aligning the interest of
our executive officers with our shareholders by tying long-term compensation
with our growth and appreciation of shares. During the fiscal year ended
February 1, 2003, we did not grant any stock options to any Named Executive
Officer.
The Compensation Committee
Joseph Bouhadana
Carole Ann Taylor
11
Report of the Audit Committee
The following report concerns the Audit Committee's activities
regarding oversight of our accounting, auditing and financial reporting process.
The Audit Committee is comprised of four independent Directors, as
defined in the Marketplace Rules of The Nasdaq Stock Market. It operates under a
written charter adopted by the Board of Directors. The composition of the Audit
Committee, the qualifications of its members and the responsibilities of the
Committee, as reflected in its charter, are intended to be in accordance with
applicable requirements for corporate audit committees. The Committee reviews
and assesses the adequacy of its charter on an annual basis.
As described more fully in its charter, the purpose of the Audit
Committee is to assist the Board of Directors in its general oversight of our
internal control, accounting, auditing and financial reporting functions.
Management is responsible for the preparation, presentation and integrity of our
financial statements, accounting and financial reporting principles and internal
controls and procedures designed to ensure compliance with accounting standards,
applicable laws and regulations. Deloitte & Touche LLP, our independent auditing
firm, is responsible for performing an independent audit of our consolidated
financial statements in accordance with generally accepted auditing standards.
The Audit Committee members are not professional accountants or
auditors, and their functions are not intended to duplicate or to certify the
activities of management and the independent auditor, nor can the Audit
Committee certify that the independent auditor is "independent" under applicable
rules. The Committee serves a board-level oversight role, in which it provides
advice, counsel and direction to management and the auditors on the basis of the
information it receives, discussions with management and the auditors and the
experience of the Committee's members in business, financial and accounting
matters.
Among other matters, and in accordance with the Sarbanes-Oxley Act of
2002, the Audit Committee monitors the activities and performance of our
external auditors, including the audit scope, external audit fees, auditor
independence matters and the extent to which the independent auditor may be
retained to perform non-audit services. The Audit Committee and the Board have
ultimate authority and responsibility to select, evaluate and, when appropriate,
replace our independent auditor. The Audit Committee also reviews the results of
the external audit work with regard to the adequacy and appropriateness of our
financial, accounting and internal controls. Management and independent auditor
presentations to and discussions with the Audit Committee also cover various
topics and events that may have significant financial impact or are the subject
of discussions between management and the independent auditor. In addition, the
Audit Committee generally oversees our internal compliance programs.
In fulfilling its oversight responsibilities, the Committee has
reviewed and discussed the audited consolidated financial statements with
management and the independent auditor. Management represented to the Committee
that our consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the independent auditor
represented that its presentations included the matters required to be discussed
with the independent auditor by Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees." Our independent auditor also
provided the Committee with the written disclosures required by Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees," and the Audit Committee discussed with the independent auditor that
firm's independence.
12
Following the Audit Committee's discussions with management and the
independent auditor, the Committee recommended that the Board of Directors
include the audited consolidated financial statements in our annual report on
Form 10-K for the fiscal year ended February 1, 2003.
The Audit Committee
Daniel Bengio
Joseph Bouhadana
Miles Raper
Carole Ann Taylor
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationship with Parlux. Parlux Fragrances, Inc. ("Parlux") is a
public company engaged in the manufacture of fragrances. Ilia Lekach, our
Chairman of the Board and Chief Executive Officer and one of our principal
shareholders, is the chairman of the board of Parlux, beneficially owns
approximately 27% of the outstanding shares of common stock of Parlux, and has
power or voting control to direct the disposition of the shares of our company
that are owned by Parlux. Parlux beneficially owns approximately 15.4% of the
outstanding shares of our common stock. During fiscal year 2002 and the first
twenty-six weeks of fiscal year 2003, we purchased approximately $11,613,000 and
$9,457,000, respectively, of merchandise from Parlux. We believe that our
purchases of merchandise from Parlux were on terms no less favorable to us than
could reasonably be obtained in arm's length transactions with independent third
parties. The amount due to Parlux at February 1, 2003 and August 2, 2003, was
approximately $10,739,000 and $16,645,000, respectively, including a $100,000
and $4,750,000, respectively, subordinated interest bearing secured note
payable. Trade accounts payable due to Parlux are non-interest bearing.
On September 30, 2002, Perfumania signed a $3,000,000 subordinated note
agreement with Parlux. The note was in consideration for the reduction of
$3,000,000 in trade payables due to Parlux. The note was due on March 31, 2003
with various periodic principal payments, bore interest at prime plus 1% and was
subordinate to all bank related indebtedness. As of February 1, 2003, the
outstanding principal balance due on the note had been reduced to $100,000. The
note was repaid in full in April 2003. Perfumania signed a similar $5,000,000
subordinated note agreement with Parlux in June 2003. As of August 2, 2003, the
outstanding principal balance due in the note was $4,750,000.
Relationship with Grupo Tulin, Inc. Grupo Tulin, Inc. ("Grupo") is a
privately held distributor of fragrances. Zalman Lekach, a former Director and a
brother of Ilia Lekach is the founder of Grupo. During fiscal year 2002 and the
first twenty-six weeks of fiscal year 2003, we purchased approximately
$10,562,000 and $1,849,000, respectively, of merchandise from Grupo. We believe
that our purchases of merchandise from Grupo were on terms no less favorable to
us than could reasonably be obtained in arm's length transactions with
independent third parties. The amount due to Grupo at February 1, 2003 and
August 2, 2003, was approximately $1,383,000 and $1,155,000, respectively.
Relationship with S&R Fragrances, Inc. S&R Fragrances, Inc. ("S&R") is a
privately held distributor of fragrances. Rachmil Lekach, a brother of Ilia
Lekach is the founder of S&R. During fiscal year 2002 and the first twenty-six
weeks of fiscal year 2003, we purchased approximately $6,021,000 and $2,659,000,
respectively, of merchandise from S&R. We believe that our purchases of
merchandise from S&R were on terms no less favorable to us than could reasonably
be obtained in arm's length transactions with independent third parties. The
amount due to S&R at February 1, 2003 and August 2, 2003, was approximately
$1,310,000 and $1,334,000, respectively.
Relationship with Nimbus Group, Inc. (formerly TakeToAuction.com, Inc.)
During fiscal year 2000, we purchased 314,000 shares of common stock of Take to
Auction.Com, Inc. ("TTA"), an Internet auction site, for approximately $2.5
million. Our Chairman of the Board and Chief Executive Officer, Ilia Lekach, was
also the Chairman of the Board and Chief Executive Officer of TTA at that time.
In June 2000, we acquired approximately 139,000 shares of TTA's common stock
upon conversion of a $1.0 million convertible promissory note receivable.
In January 2001, we received 250,000 shares of TTA common stock as
partial payment on a loan receivable from Ilia Lekach. These shares were valued
at $252,500 ($1.01 per share).
14
As of February 3, 2001, the market price for TTA's common stock was below
our average cost per share of $5.38. In consideration of accounting guidance
that considers a six to nine month decline in stock price to be
other-than-temporary, we valued the shares at $1.01 per share and recorded a
non-cash charge of approximately $3.1 million to realized loss on investments on
the consolidated statement of operations for fiscal year 2000. As of November 2,
2002, the market price of the shares was again below our carrying value and
approximately $700,000 was recorded as a non-cash charge to realized loss on
investments on the consolidated statement of operations for the third fiscal
quarter then ended.
In September 2001, TTA effected a corporate reorganization
("Reorganization") as a result of which TTA became a wholly owned subsidiary of
Nimbus Group, Inc. ("Nimbus"). As a result of the Reorganization, our shares of
TTA common stock were exchanged for an equal number of shares of Nimbus common
stock. Ilia Lekach has been Chairman of the Board of Nimbus since the
Reorganization and was Interim Chief Executive Officer until March 21, 2003.
In January 2002, we received 300,000 shares of Nimbus common stock as
partial payment on a loan receivable from Ilia Lekach. These shares were valued
at $357,000 ($1.19 per share).
As of February 1, 2002, the amount due from TTA was approximately
$811,000. During fiscal year 2002, the amount due from TTA increased to
approximately $2 million and a provision for impairment of the receivable was
recorded. In January 2003, we issued a letter of default to TTA regarding the
licensing agreement. In February 2003, we regained control of our retail
Internet website from TTA.
As of February 1, 2003 and August 2, 2003, we owned approximately
1,003,000 and 983,000 shares, respectively, of Nimbus common stock representing
approximately 13% of its total outstanding common stock. The investment in
Nimbus is shown on our consolidated balance sheets as of February 1, 2003 and
August 2, 2003 as investments available for sale in the amount of approximately
$211,000 and $167,000, respectively, representing the market value of the shares
at those dates.
Indebtedness of Ilia Lekach. Notes receivable from Ilia Lekach, our
Chairman of the Board and Chief Executive Officer was $311,604 and $319,458 as
of February 1, 2003 and August 2, 2003, respectively. The notes are unsecured,
mature in five years and bear interest at prime plus 1% per annum. Principal and
interest are payable in full at maturity. Interest income recognized during
fiscal years 2002, 2001, and 2000 was approximately $174,000, $264,000 and
$236,000, respectively. Accrued interest receivable at February 1, 2003 and
August 2, 2003 was approximately $12,000 and $20,000, respectively. In January
2003, the Company received repayment from Ilia Lekach on a loan of approximately
$2,790,000.
Relationship with the Nussdorfs. On September 16, 2003, we entered into
non-binding letters of intent to acquire all of the outstanding capital stock of
Scents of Worth, Inc., and certain of the assets of Quality King Fragrances,
Inc. Glenn Nussdorf, and his brother Stephen Nussdorf (the "Nussdorfs") together
own a majority interest in the parent of Scents of Worth, Inc. and quality King
Fragrances, Inc. The Nussdorfs disclosed in recent filings with the SEC that
they collectively own approximately 407,000 shares of our common stock
representing approximately 16.6% of our outstanding shares. The Nussdorfs also
requested that our Board of Directors approve the potential acquisition of up to
a total of 40% of our outstanding shares, and the request was approved by the
Board of Directors. On September 15, 2003, we were advised that Stephen Nussdorf
has provided personal loans to Ilia Lekach aggregating $3.5 million at a 6%
interest rate payable in 5 years. We are not, in any manner, a guarantor to this
loan.
15
During the first twenty-six weeks of fiscal year 2003, Perfumania
purchased approximately $1,707,000 of merchandise from Quality King and sold
approximately $2,589,000 of different merchandise to Quality King.
PERFORMANCE GRAPH
The following graph indicates the total return to our shareholders for
the period January 31, 1998 to February 1, 2003, as compared to the returns for
the NASDAQ (US Companies) Stock Index and the NASDAQ Retail Trade Stock Index.
The information contained in this graph is based on historical data and is not
necessarily indicative of future performance.
[GRAPH}
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1/31/98 1/30/99 1/29/00 2/3/01 2/2/02 2/1/03
-------------------------------------------------------------------------
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E Com Ventures, Inc. 100.00 387.13 171.83 43.48 34.78 128.35
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NASDAQ US Stock Market Index 100.00 156.49 241.02 164.38 119.00 83.01
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NASDAQ Retail Trade Stocks 100.00 122.03 97.79 75.20 89.59 72.88
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our Directors and executive officers and beneficial holders of more
than 10% of any class of our equity securities to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of such equity securities. Based solely upon a review of such forms
furnished to us, filing deficiencies under Section 16(a) during the fiscal year
ended February 1, 2003 included one late report filed by A. Mark Young and Leon
Geller reflecting a stock purchase, and one late report filed by Leon Geller
reflecting a stock sale. The following individuals were not timely in meeting
the filing requirements with respect to options issued under our 2000 Directors
Stock Option Plan and filed one late report each: Carole Ann Taylor, Joseph
Bouhadana, Miles Raper and James Fellus.
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has selected Deloitte & Touche LLP as our
independent certified public accountants for the fiscal year ended January 31,
2004. Deloitte & Touche LLP has served as our independent certified public
accountants since fiscal year 2000. One or more representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting. Such
representatives will have the opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions from
shareholders.
16
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for the audit of our
annual financial statements for the fiscal year ended February 1, 2003 and for
its reviews of the financial statements included in our Form 10-Q's for the
fiscal year ended February 1, 2003, were approximately $212,000.
Financial Information Systems Design and Implementation Fees
The Company was not billed by Deloitte & Touche LLP for financial
information systems design and implementation for the fiscal year ended February
1, 2003.
All Other Fees
The aggregate of all other fees billed to us by Deloitte & Touche LLP
were approximately $15,000 for the fiscal year ended February 1, 2003. The Audit
Committee has considered and determined that the fees paid to Deloitte & Touche
LLP for other audit-related services is compatible with Deloitte & Touche LLP's
independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2004.
17
OTHER BUSINESS
We know of no other business to be brought before the Annual Meeting.
If, however, any other business should properly come before the Annual Meeting,
the persons named in the accompanying proxy will vote proxies as in their
discretion they may deem appropriate, unless they are directed by a proxy to do
otherwise.
SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
Shareholder proposals intended to be presented at our 2004 Annual
Meeting of Shareholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, must be received by our Corporate Secretary at the address
below by July 15, 2004 for inclusion in our Proxy Statement and form of proxy
relating to such Annual Meeting. Any Shareholder proposal submitted other than
for inclusion in our proxy materials for that meeting must be delivered to us no
later than September 28, 2004, or such proposal will be considered untimely. If
a shareholder proposal is received after September 28, 2004, we may vote in our
discretion as to the proposal all of the shares for which we have received
proxies for the 2004 Annual Meeting of Shareholders.
Send all proposals or nominations to Donovan Chin, Secretary, E Com
Ventures, Inc., 251 International Parkway, Sunrise, Florida 33325.
18
E COM VENTURES, INC.
251 International Parkway
Sunrise, Flordia 33325
PROXY FOR 2003 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned holder of common stock of E Com Ventures, Inc., a
Florida corporation (the "Company"), hereby appoints Ilia Lekach and Donovan
Chin, and each of them, as proxies for the undersigned, each with full power of
substitution, for and in the name of the undersigned to act for the undersigned
and to vote, as designated on the reverse side of this proxy card, all of the
shares of stock of the Company held of record by the undersigned at the close of
business on October 24, 2003 at the Company's 2003 Annual Meeting of
Shareholders, to be held on December 12, 2003, at 11:00 a.m. at the E Com
Ventures, Inc. Corporate Office, 251 International Parkway, Sunrise, Florida
33325, and at any adjournments or postponements thereof.
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. Election of Directors.
Vote for all Nominees Listed Below (except as written below)
[ ]
Vote Withheld from all Nominees
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE
DIRECTOR NOMINEES LISTED IN THIS PROPOSAL NO. 1.
NOMINEES: Ilia Lekach
Donovan Chin
Carole Ann Taylor
Daniel Bengio
Joseph Bouhadana
Miles Raper
(Instruction: To withhold authority for an individual nominee, write
that nominee's name on the line provided below.)
----------------------------------
2. Ratification of the appointment of Deloitte & Touche LLP as our
independent public accountants.
[ ] For [ ] Against [ ] Abstain
3. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES LISTED HEREIN, AND FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT
PUBLIC ACCOUNTANTS.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED.
DATE _______________________________________
SIGNATURE _________________________________
SIGNATURE (If held jointly) _____________________________________
Note: Please sign exactly as your name appears hereon and mail it promptly even
though you may plan to attend the Annual Meeting. 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
partnership, please sign in the partnership name by authorized person.