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 (Amendment No. |_|)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Suprema Specialties, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
SUPREMA SPECIALTIES, INC.
510 East 35th Street
Paterson, New Jersey 07543
April 2, 2001
Dear Fellow Shareholders:
You are cordially invited to attend the Special Meeting of Shareholders
which will be held on Wednesday, May 2, 2001 at 10:00 A.M. at the offices of
Blank Rome Tenzer Greenblatt, LLP, located at 405 Lexington Avenue, 14th Floor,
the Boardroom, New York, New York 10174.
The Notice of Special Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted. After reading the enclosed Notice of
Special Meeting of Shareholders and Proxy Statement, I urge you to complete,
sign, date and return your proxy card in the envelope provided. If the address
on the accompanying material is incorrect, please advise our Transfer Agent,
Continental Stock Transfer & Trust Company, in writing, at 2 Broadway, New York,
New York 10004.
The Special Meeting will be held solely to tabulate the votes cast and
report on the results of voting on those matters listed in the accompanying
Proxy Statement. No presentations or other business matters are planned for the
meeting.
Your vote is very important, and we will appreciate a prompt return of your
signed proxy card.
Cordially,
Mark Cocchiola
Chairman of the Board, Chief
Executive Officer and President
SUPREMA SPECIALTIES, INC.
510 East 35th Street
Paterson, New Jersey 07543
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2001
--------------------
To the Shareholders of SUPREMA SPECIALTIES, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Suprema
Specialties, Inc. (the "Company") will be held on Wednesday, May 2, 2001, at
10:00 A.M. at the offices of Blank Rome Tenzer Greenblatt LLP, 405 Lexington
Avenue, 14th floor, the Boardroom, New York, New York 10174 for the following
purposes:
1. To consider and vote on a proposal to approve an amendment to the
Company's Certificate of Incorporation to increase the authorized common stock
from 10,000,000 to 50,000,000 shares; and
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on March 30, 2001 are
entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.
The Special Meeting will be held solely to tabulate the votes cast and
report on the results of voting on those matters listed in the accompanying
Proxy Statement. No presentations or other business matters are planned for the
meeting.
By Order of the Board of Directors,
Mark Cocchiola
Chairman of the Board,
Chief Executive Officer and
President
April 2, 2001
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IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
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PROXY STATEMENT
SUPREMA SPECIALTIES, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2001
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SUPREMA SPECIALTIES, INC. (the "Company")
for use at the Special Meeting of Shareholders to be held on May 2, 2001,
including any adjournment or adjournments thereof (the "Special Meeting"), for
the purposes set forth in the accompanying Notice of Meeting.
Management intends to mail the definitive proxy statement and the
accompanying form of proxy to shareholders on or about April 3 , 2001.
Proxies in the accompanying form, duly executed and returned to the Company
and not revoked, will be voted at the Special Meeting. Any proxy given pursuant
to such solicitation may be revoked by the shareholder at any time prior to the
voting of the proxy by a subsequently dated proxy, by written notification to
the Secretary of the Company, or by personally withdrawing the proxy at the
Special Meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
510 East 35th Street
Paterson, New Jersey 07543
Telephone No.: (973) 684-2900
OUTSTANDING STOCK AND VOTING RIGHTS
Only shareholders of record at the close of business on March 30, 2001 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting.
As of the Record Date, there were issued and outstanding 5,645,765 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), the
Company's only class of voting securities. Each share entitles the holder to one
vote on each matter submitted to a vote at the Special Meeting. Cumulative
voting is not permitted.
VOTING PROCEDURES
Approval of the Amendment to the Company's Certificate of Incorporation to
increase its authorized Common Stock requires the affirmative vote of a majority
of the issued and outstanding shares of Common Stock as of the Record Date Any
other matters presented at the Special Meeting will be decided by a majority of
the votes cast by the holders of shares of Common Stock present in person or
represented by proxy at the Special Meeting, provided a quorum exists. Votes
will be counted and certified by an Inspector of Election who is expected to be
an employee of Continental Stock Transfer & Trust Company, the transfer agent
for the Common Stock. A quorum will exist at the Special Meeting if at least a
majority of the outstanding shares of Common Stock as of the Record Date are
present in person or represented by proxy. Based upon the Company's
understanding of the requirements of the laws of the State of New York and the
Company's Certificate of Incorporation and By-laws, "votes cast" at a meeting of
shareholders by the holders of shares entitled to vote are determinative of the
outcome of the matter to be voted on; failures to vote, broker non-votes and
abstentions will not be considered "votes cast." However, because of the need to
obtain the affirmative vote of the majority of the outstanding shares of Common
Stock, failures to vote, broker non-votes and abstentions will have the same
practical effect as a vote against the proposal to amend the Company's
Certificate of Incorporation to increase the authorized shares of Common Stock.
The enclosed proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxies will be
voted as instructed. Proxies may be revoked as noted above.
2
VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date,
based on information obtained from the persons named below, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock, (ii) each of the executive officers of the Company whose
salary exceeded $100,000 for the fiscal year ended June 30, 2000, (iii) each of
the Company's directors and (iv) all executive officers and directors of the
Company as a group:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage of Outstanding
Beneficial Owner (1) Position with the Company Beneficial Ownership (2) Shares Owned (3)
-------------------- ------------------------- ------------------------ -------------------------
<S> <C> <C> <C>
Mark Cocchiola Chairman of the Board, 900,635(4) 14.9
Chief Executive Officer
and President
Paul Lauriero Executive Vice President 575,619(5) 9.6
and Director
Marco Cocchiola Director 83,333(6) 1.5
Steve Venechanos Chief Financial Officer 111,333(7) 1.9
and Secretary
Thomas Egan Senior Vice President 73,333(7) 1.3
Anthony Distinti Vice President 6,666(7) *
Dr. Rudolph Acosta Director 4,667(7)(8) *
Paul DeSocio Director 1,667(7)
Barry S. Rutcofsky Director -- --
FMR Corp -- 506,100(9) 9.0
All executive officers 1,757,253(10) 26.5
and directors as a group (nine persons)
</TABLE>
---------------
* Less than one percent.
(1) Unless otherwise noted, the address of each beneficial owner is in care of
the Company.
(2) Unless otherwise noted, the Company believes that all persons referred to
in the table have sole voting and investment power with respect to all
shares of Common Stock reflected as beneficially owned by them.
(3) Calculated based on 5,645,765 shares of Common Stock outstanding at the
Record Date. The applicable percentage is based on options to purchase
Common Stock which are currently exercisable or become exercisable within
60 days of such date.
3
(4) Includes (i) 375,000 shares that may be purchased upon exercise of
exercisable options owned by Mr. Cocchiola, (ii) 8,333 shares that may be
purchased upon exercise of exercisable options owned by Mr. Cocchiola's
wife and (iii) 2,000 shares held of record by Mr. Cocchiola's wife.
(5) Includes (i) 355,000 shares that may be purchased upon exercise of
exercisable options owned by Mr. Lauriero, (ii) 22,539 shares held of
record by Mr. Lauriero's wife, and (iii) 45,079 shares held of record by
Mr. Lauriero's children.
(6) Includes 53,333 shares that may be purchased upon exercise of exercisable
options.
(7) Represents shares that may be purchased upon exercise of exercisable
options.
(8) Does not include 800 shares owned by Dr. Acosta's children, with respect to
which Dr. Acosta disclaims any beneficial interest.
(9) The address of FMR Corp. is 82 Devonshire Street, Boston, MA 02109.
According to information provided to the Company by FMR Corp., Fidelity
Management and Research Company, 82 Devonshire Street, Boston, MA 02109, a
wholly-owned subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, may also be
deemed the beneficial owner of the 506,100 shares as a result of acting as
an investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940.
(10) Includes 989,332 shares issuable upon exercise of options beneficially
owned by the Company's executive officers and directors.
4
PROPOSAL I
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO EFFECT AN INCREASE IN
AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation currently provides for
authorized capital consisting of 10,000,000 shares of Common Stock, $.01 par
value and 2,500,000 shares of Preferred Stock, $.01 par value. At the Special
Meeting, the shareholders will be asked to vote upon an amendment to the
Certificate of Incorporation of the Company (the "Proposed Amendment") to
increase the number of authorized shares of Common Stock, $.01 par value per
share, from 10,000,000 to 50,000,000 shares. The number of shares of authorized
Preferred Stock will remain unchanged. Approval of this amendment requires the
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company that are issued and outstanding as of the Record Date. The Proposed
Amendment would amend Article 4 of the Company's Certificate of Incorporation.
The Proposed Amendment is set forth in full as Exhibit A to this Proxy
Statement.
The Board of Directors considers the Proposed Amendment advisable in order
to provide flexibility for future capital requirements. The development of the
Company to date has been financed in part through the issuance of its Common
Stock or securities convertible into Common Stock and the Board of Directors
believes that it would be beneficial to the Company to be in a position to make
additional issuances of such Common Stock or convertible securities if
circumstances warrant such issuances. Of the 10,000,000 shares of Common Stock
currently authorized, 5,645,765 have been issued and are outstanding and
approximately 2,000,000 shares have been reserved for issuance upon exercise of
outstanding options and warrants. Approval by the shareholders of the Proposed
Amendment at the Special Meeting will avoid the possible need to call and hold a
special meeting for that purpose at a later date on an accelerated timetable.
The Board of Directors is empowered to authorize the issuance of the additional
shares of Common Stock at such time or times, to such persons and for such
consideration as the Board deems appropriate, without further shareholder
action. Although such additional shares could be used to dilute the share
ownership of persons seeking to obtain control of the Company, approval of the
Proposed Amendment is not being sought for that purpose. The Company has no
current plans to issue the additional shares of Common Stock that are the
subject of the Proposed Amendment.
None of the Company's Common Stock has any pre-emptive rights.
Recommendation
The Board of Directors believes that the Proposed Amendment is in the best
interest of the Company and recommends a vote "FOR" the Proposed Amendment.
5
OTHER INFORMATION
Proxies for the Special Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
The Board of Directors is aware of no other matters, except for those
incident to the conduct of the Special Meeting, that are to be presented to
shareholders for formal action at the Special Meeting. If, however, any other
matters properly come before the Special Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment.
By order of the Board of Directors,
Mark Cocchiola
Chairman of the Board, Chief
Executive Officer and President
April 2, 2001
6
EXHIBIT A
FORM OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF
CAPITAL STOCK, TO 52,500,000 SHARES, OF WHICH
50,000,000 SHARES WILL BE COMMON STOCK AND
2,500,000 SHARES WILL BE PREFERRED STOCK
The undersigned, being the President of Suprema Specialties, Inc. (the
"Corporation"), hereby certifies:
1. The name of the Corporation is Suprema Specialties, Inc.
2. The certificate of incorporation was filed by the Department of State on
August 1, 1983.
3. Article 4 of the certificate of incorporation, which refers to the
authorized shares of the Corporation, is hereby amended to increase the
aggregate number of shares of Common Stock which the corporation shall have
authority to issue from 10,000,000 shares of common stock, par value $.01 each,
and 2,500,000 shares of preferred stock, par value $.01 each, to 50,000,000
shares of common stock, par value $.01 each, and 2,500,000 shares of preferred
stock, par value $.01 each.
4. To effectuate the foregoing, the first paragraph of Article 4 of the
certificate of incorporation, which refers to the authorized shares of the
Corporation, is hereby amended in its entirety to read as follows:
"4. The aggregate number of shares which the Corporation shall have
the authority to issue is fifty two million five hundred thousand
(52,500,000) shares, par value $.01 each, of which fifty million
(50,000,000) shares are classified as Common Stock and two million five
hundred thousand (2,500,000) shares are classified as Preferred Stock."
4. The foregoing amendment of the Certificate of Incorporation was
authorized by the unanimous vote of the Board of Directors, followed by the vote
of the holders of a majority of the outstanding shares entitled to vote thereon
at a meeting of the shareholders.
SUPREMA SPECIALTIES, INC.
510 East 35th Street
Paterson, New Jersey 07543
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 2, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints MARK COCCHIOLA and PAUL LAURIERO and each
of them, Proxies, with full power of substitution in each of them, in the name,
place and stead of the undersigned, to vote at the Special Meeting of
Shareholders of Suprema Specialties, Inc. on Wednesday, May 2, 2001, at the
offices of Blank Rome Tenzer Greenblatt LLP, 405 Lexington Avenue, 14th floor,
New York, New York 10174 or at any adjournment or adjournments thereof,
according to the number of votes that the undersigned would be entitled to vote
if personally present, upon the following matters:
1. Amendment of Certificate of Incorporation to increase the authorized common
stock to 50,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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(Continued and to be signed on reverse side)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
DATED: _________________, 2001
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
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Signature
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Signature if held jointly
Please mark, sign, date and return this proxy card using the enclosed envelope.