¨
|
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 §240.14a-12
|
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
arty:
|
4)
|
Date
Fled:
|
|
1.
|
To
elect six Directors to serve for the term set forth in the accompanying
proxy statement.
|
|
2.
|
To
consider and act upon a proposal to ratify the selection by the Company’s
Board of Directors and Audit Committee of Eisner, LLP (“Eisner”) as the
independent public accountants of the Company for the fiscal year ending
December 31, 2009.
|
|
3.
|
To
consider and act upon a proposal to approve an amendment to the Company’s
Restated Certificate of Incorporation to change our name to “CCOM Group,
Inc.”
|
|
4.
|
To
consider and transact such other business as may properly come before the
Meeting or any adjournments
thereof.
|
By
Order of the Board of Directors,
|
|
Hawthorne,
New Jersey
|
William
Salek
|
May
8, 2009
|
Secretary
|
IMPORTANT
|
Name of Nominee for
Election
|
Age
|
Position with the
Company
|
||
Dr.
E. Bruce Fredrikson
|
71
|
Director,
Chairman of Audit Committee
|
||
Melissa
Goldman-Williams
|
41
|
Director
|
||
Michael
Goldman
|
70
|
Director,
Chairman of the Board
|
||
Stuart
H. Lubow
|
51
|
Director,
Chairman of Nominating Committee
|
||
Ronald
H. Miller
|
65
|
Director
|
||
William
Pagano
|
69
|
Director
and Chief Executive Officer of the Company and President of
Universal
|
Name
|
Age
|
Position with the
Company
|
||
William
Salek
|
47
|
Chief
Financial Officer and Secretary of the Company and Vice President of
Universal
|
Common Stock
|
Preferred Stock
|
|||||||||||||||
Name
of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership*
|
Percent
of Class
|
Amount
and Nature of Beneficial Ownership*
|
Percent
of Class
|
||||||||||||
Officers and Directors:
|
||||||||||||||||
Dr.
E. Bruce Fredrikson
|
30,600 | (1) | ** | 0 | ** | |||||||||||
Melissa
Goldman-Williams
|
5,400 | ** | 0 | ** | ||||||||||||
Michael
Goldman
|
1,317,329 | (2) | 29.68 | % | 91,065 | 20.33 | % | |||||||||
Stuart
H. Lubow
|
20,000 | (3) | ** | 0 | ** | |||||||||||
Ronald
H. Miller
|
21,054 | (4) | ** | 0 | ** | |||||||||||
William
Pagano
|
768,971 | (5) | 16.40 | % | 0 | ** | ||||||||||
William
Salek
|
53,333 | (6) | 1.14 | % | 0 | ** | ||||||||||
All Officers and Directors as a
Group:
|
2,216,687 | *** | 47.61 | % | 91,065 | 20.33 | % | |||||||||
Holders of over 5% of a class of stock who are not
Officers or Directors:
|
||||||||||||||||
Rita
C. Folger
|
578,719 | (7) | 12.34 | % | 0 | ** | ||||||||||
Goldman
Associates of New York, Inc.
|
979,255 | (8) | 21.04 | % | 0 | ** |
(a)
|
A
subsidiary of the Company leases a warehouse and store in Wharton, New
Jersey comprising of 27,000 square feet from a company owned by Mr. Paul
Hildebrandt under a lease that expires in June 2010. The
Company paid Mr. Hildebrandt’s company $241,095 and $234,866 as rent
during the years ended December 31, 2008 and 2007,
respectively.
|
(b)
|
Pursuant
to a secured note dated July 29, 2004, as amended by Amendment 1 dated
March 27, 2008 and further amended by Amendment 2 dated February 12, 2009,
the Company owes Goldman Associates of New York, Inc. (“Goldman
Associates”), the principal amount of $750,000 collateralized by the
assets of the Company. The secured note is subordinate to the borrowings
under the credit facility, bears interest at the prime rate plus 2% and is
due on January 1, 2010.
|
(c)
|
Oscar
and Jeffrey Folger were each an employee of the Company as Vice
President-Chief Legal Counsel and Assistant Vice President-Legal,
respectively, until March 31, 2007. As of April 1, 2007, Oscar
and Jeffrey Folger ceased to act as employees of the Company, but their
law firm Folger & Folger remains as counsel to the
Company. Rita Folger, a more than 5% shareholder of the
Company, is the wife of Oscar Folger and the mother of Jeffrey
Folger. Professional fees paid to Folger & Folger for the
years ended 2008 and 2007 were $60,087 and $115,412,
respectively.
|
(d)
|
Pioneer
Realty Holdings, LLC, a New York limited liability company (“Pioneer”), is
the owner of the premises located at 836 Route 9, Fishkill, New York,
formerly known as 2213 Route 9, Fishkill, New York that is leased to a
subsidiary of the Company under a lease that expires on March 31, 2017,
subject to two five-year renewal
options.
|
(e)
|
Mr.
Pagano and Mrs. Folger are each holders of convertible unsecured notes in
the amount of $100,000, issued pursuant to the terms of a private
placement made on July 29, 2004, as amended by Amendment 1 dated March 27,
2008 and further amended by Amendment 2 dated February 12, 2009. The
convertible unsecured notes bear interest at the prime rate plus 2% and
are due on January 1, 2010.
|
Name and Principal Position
|
Year
|
Salary
|
Non-Equity
Incentive Plan Compensation
|
All
Other Compensation
|
Total
|
|||||||||||||||
William
Pagano—Director and Chief
|
2008
|
$ | 200,000 | - | - | $ | 200,000 | |||||||||||||
Executive
Officer of the Company and,
|
2007
|
$ | 200,000 | - | - | $ | 200,000 | |||||||||||||
President
of Universal*
|
||||||||||||||||||||
William
Salek—Chief Financial Officer
|
2008
|
$ | 130,000 | - | - | $ | 130,000 | |||||||||||||
and
Secretary of the Company and Vice
|
2007
|
$ | 120,000 | $ | 14,235 | - | $ | 134,235 | ||||||||||||
President
and Secretary of Universal
|
Portion
of Incentive
|
Additional
Compensation
|
||||||||
Compensation
Base
|
Percentages
|
||||||||
Up
to
|
$ |
250,000
|
8 | % | |||||
$ 251,000
|
to
|
$ |
500,000
|
9 | % | ||||
$ 501,000
|
to
|
$ |
750,000
|
10 | % | ||||
$ 751,000
|
to
|
$ |
1,000,000
|
11 | % | ||||
$
1,001,000
|
And over
|
12 | % |
2008
|
||||||
Incentive
Compensation Base
|
Additional
Compensation Percentages
|
Incentive
Compensation
|
||||
$ 250,000
|
at
8%
|
$ | 20,000 | |||
$ 250,000
|
at
9%
|
$ | 22,500 | |||
$ 17,100
|
at
10%
|
$ | 1,710 | |||
$ 0
|
at
11%
|
$ | 0 | |||
$ 0
|
at
12%
|
$ | 0 | |||
$ 517,100
|
$ | 44,210 | ||||
2007
|
||||||
Incentive
Compensation Base
|
Additional
Compensation Percentages
|
Incentive
Compensation
|
||||
$ 250,000
|
at
8%
|
$ | 20,000 | |||
$ 250,000
|
at
9%
|
$ | 22,500 | |||
$ 250,000
|
at
10%
|
$ | 25,000 | |||
$ 250,000
|
at
11%
|
$ | 27,500 | |||
$ 473,150
|
at
12%
|
$ | 56,778 | |||
$
1,473,150
|
$ | 151,778 | ||||
Name
|
Fees
Earned or Paid in
Cash
|
Option Awards*
|
All
Other Compensation
|
Total
|
|||||||||||||
Dr.
E. Bruce Fredrikson
|
$ | 22,000 | $ | 8,902 | - | $ | 30,902 | ||||||||||
Melissa
Goldman-Williams
|
$ | 12,000 | - | - | $ | 12,000 | |||||||||||
Michael
Goldman
|
$ | 12,000 | - | $ | 13,221 | $ | 25,221 | ||||||||||
Stuart
H. Lubow
|
$ | 12,000 | $ | 8,902 | - | $ | 20,902 | ||||||||||
Ronald
H. Miller
|
$ | 12,000 | $ | 8,902 | - | $ | 20,902 |
By
Order of the Board of Directors,
|
|
Hawthorne,
New Jersey
|
William
Salek
|
May
8, 2009
|
Secretary
|
x
|
The vote of the board of directors
followed by a vote of a majority of all outstanding shares entitled to
vote thereon at a meeting of
shareholders.
|
¨
|
The vote of the board of directors
followed by the unanimous written consent of the holders of all
outstanding shares.
|
William
Pagano
|
||
(Signature)
|
(Name of
Signer)
|
|
Chief Executive
Officer
|
||
(Title of
Signer)
|
PROXY
VOTING INSTRUCTIONS
|
INTERNET - Access “www.voteproxy.com” and
follow the on-screen instructions. Have your proxy card available when you
access the web page, and use the Company Number and Account Number shown
on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES
(1-800-776-9437) in the United States or 1-718-921-8500 from
foreign countries from any touch-tone telephone and follow the
instructions. Have your proxy card available when you call and use the
Company Number and Account Number shown on your proxy card.
Vote
online/phone until 11:59 PM EST the day before the meeting.
MAIL -
Sign, date and mail your proxy card in the envelope provided as
soon as possible.
IN
PERSON -
You may vote your
shares in person by attending the Annual Meeting.
|
|||
COMPANY
NUMBER
|
|||
ACCOUNT
NUMBER
|
|||
|
|||
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL: The
Notice of Meeting, proxy statement and proxy card are available at
http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=01228
|
n
|
20630300000000000000 0
|
062209
|
FOR
|
AGAINST
|
ABSTAIN
|
|||||||
1.
Election of Directors:
|
2.
|
Proposal
to ratify the selection of Eisner, LLP as independent public accountants
of the Company for the fiscal year ending December 31,
2009:
|
¨
|
¨
|
¨
|
||||
NOMINEES
FOR DIRECTORS:
|
|
|
|||||||
¨ FOR ALL
NOMINEES
¨ WITHHOLD AUTHORITY FOR ALL
NOMINEES
¨ FOR ALL
EXCEPT
(See
instructions below)
|
™ E. Bruce
Fredrikson
™ Michael
Goldman
™ Melissa
Goldman-Williams
™ Stuart
H. Lubow
™ Ronald
H. Miller
™ William
Pagano
|
3.
|
Proposal
to approve an amendment to the Company's Restated Certificate of
Incorporation to change our name to CCOM Group, Inc.:
|
¨
|
¨
|
¨
|
|||
4.
|
In
their discretion, the proxies are authorized as may properly come before
the meeting.
|
||||||||
INSTRUCTIONS: To withhold authority to vote for
any individual nominee(s), mark “FOR
ALL EXCEPT” and fill
in the circle next to each nominee you wish to withhold, as shown here:
˜
|
THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF FREDRIKSON, GOLDMAN, GOLDMAN-WILLIAMS, LUBOW, MILLER AND
PAGANO, FOR THE RATIFICATION OF THE SELECTION OF EISNER, LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY, AND FOR THE AMENDMENT TO
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR NAME TO
CCOM GROUP, INC.
|
||||||||
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
|
|||||||||
To change the address on your
account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method. ¨
|
Signature
of Shareholder
|
Date:
|
Signature
of Shareholder
|
Date:
|
n
|
Note: Please sign
exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the
signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
|
n
|
n
|
20630300000000000000
0
|
062209
|
FOR
|
AGAINST
|
ABSTAIN
|
|||||||
1.
Election of Directors:
|
2.
|
Proposal
to ratify the selection of Eisner, LLP as independent public
accountants of the Company for the fiscal year ending December
31, 2009:
|
¨
|
¨
|
¨
|
||||
NOMINEES
FOR DIRECTORS:
|
|||||||||
¨ FOR ALL
NOMINEES
¨ WITHHOLD AUTHORITY FOR ALL
NOMINEES
¨ FOR ALL
EXCEPT
(See
instructions below)
|
™ E. Bruce
Fredrikson
™ Michael
Goldman
™ Melissa
Goldman-Williams
™ Stuart
H. Lubow
™ Ronald
H. Miller
™ William
Pagano
|
3.
|
Proposal
to approve an amendment to the Company's Restated
Certificate of Incorporation to change our name to CCOM
Group, Inc.:
|
¨
|
¨
|
¨
|
|||
4.
|
In
their discretion, the proxies are authorized to vote upon such other
business as
may properly come before the meeting.
|
||||||||
INSTRUCTIONS:
To withhold
authority to vote for any individual nominee(s), mark “FOR
ALL EXCEPT” and fill
in the circle next to each nominee you wish to withhold, as shown here:
˜
|
THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF FREDRIKSON, GOLDMAN, GOLDMAN-WILLIAMS, LUBOW, MILLER AND
PAGANO, FOR THE RATIFICATION OF THE SELECTION OF EISNER, LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY, AND FOR THE AMENDMENT TO
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR NAME TO
CCOM GROUP, INC.
|
||||||||
THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
|
|||||||||
To change the address on your
account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method. ¨
|
Signature
of Shareholder
|
Date:
|
Signature
of Shareholder
|
Date:
|
n
|
Note: Please sign
exactly as your name or names appear on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the
signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
|
n
|