£
|
Preliminary
Proxy Statement
|
£
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
S
|
Definitive
Proxy Statement
|
£
|
Definitive
Additional Materials
|
£
|
Soliciting
Material Pursuant to §240.14a-12
|
S
|
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:
|
|
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, 2008.
|
|
3.
|
To
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
13, 2008
|
Secretary
|
IMPORTANT
|
|
You
are cordially invited to attend the Annual Meeting. Whether or
not you are planning to attend, please sign, date and return the
accompanying proxy as soon as possible. A postage-paid,
self-addressed envelope is enclosed for your convenience. Any
person giving a proxy has the power to revoke it at any time prior to its
exercise and, if present at the Meeting, may withdraw it and vote in
person. Attendance at the Meeting is limited to stockholders,
their proxies and invited guests of the
Company.
|
Name of Nominee for
Election
|
Age
|
Position with the
Company
|
||
Dr.
E. Bruce Fredrikson
|
70
|
Director,
Chairman of Audit Committee
|
||
Melissa
Goldman-Williams
|
40
|
Director
|
||
Michael
Goldman
|
69
|
Director,
Chairman of the Board
|
||
Stuart
H. Lubow
|
51
|
Director,
Chairman of Nominating Committee
|
||
Ronald
H. Miller
|
64
|
Director
|
||
William
Pagano
|
68
|
Director
and Chief Executive Officer of the Company and President of
Universal
|
Name
|
Age
|
Position with the
Company
|
||
William
Salek
|
46
|
Chief
Financial Officer and Secretary of the Company and Vice President of
Universal
|
Common Stock
|
Preferred Stock
|
|||||||||||||||
Amount
and
|
Amount
and
|
|||||||||||||||
Nature
of
|
Nature
of
|
|||||||||||||||
Beneficial
|
Percent
of
|
Beneficial
|
Percent
of
|
|||||||||||||
Name
of Beneficial Owner
|
Ownership*
|
Class
|
Ownership*
|
Class
|
||||||||||||
Officers and
Directors***:
|
||||||||||||||||
Dr.
E. Bruce Fredrikson
|
25,600 | (1) | ** | 500 | (1) | ** | ||||||||||
Melissa
Goldman-Williams
|
5,400 | ** | 0 | ** | ||||||||||||
Michael
Goldman
|
1,312,255 | (2) | 27.32 | % | 0 | ** | ||||||||||
Stuart
H. Lubow
|
15,000 | (3) | ** | 0 | ** | |||||||||||
Ronald
H. Miller
|
16,054 | (4) | ** | 0 | ** | |||||||||||
William
Pagano
|
767,973 | (5) | 16.38 | % | 0 | ** | ||||||||||
William
Salek
|
61,667 | (6) | 1.32 | % | 0 | ** | ||||||||||
All Officers and
Directors as a Group:
|
2,203,949 | 44.99 | % | 500 | ** | |||||||||||
Holders of over 5% of
a class of stock who are not Officers or Directors:
|
||||||||||||||||
Rita
C. Folger
|
578,719 | (7) | 12.35 | % | 0 | ** | ||||||||||
Goldman
Associates of New York, Inc.
|
1,129,255 | (8) | 23.51 | % | 0 | ** |
|
1.
|
Employment
of executive officers. Any employment by the Company of an
executive officer of the Company
if:
|
|
a.
|
the
related compensation is required to be reported in the Company’s proxy
statement under Item 402 of the Securities and Exchange Commission’s
(“SEC’s”) compensation disclosure requirements (generally applicable to
“named executive officers”); or
|
|
b.
|
the
executive officer is not an immediate family member of another executive
officer or Director of the Company, the related compensation would be
reported in the Company’s proxy statement under Item 402 of the SEC’s
compensation disclosure requirements if the executive officer was a “named
executive officer”, and the Company’s Compensation Committee approved (or
recommended that the Board approve) such
compensation.
|
|
2.
|
Director
compensation. Any compensation paid to a Director if the
compensation is required to be reported in the Company’s proxy statement
under Item 402 of the SEC’s compensation disclosure
requirements;
|
|
3.
|
Certain
transactions with other companies. Any transaction with another
company at which a Related Person’s only relationship is as an employee
(other than an executive officer), Director or beneficial owner of less
than 10% of that company’s shares;
|
|
4.
|
Transactions
where all shareholders receive proportional benefits. Any
transaction where the Related Person’s interest arises solely from the
ownership of the Company’s common stock and all holders of the Company’s
common stock received the same benefit on a pro rata basis (e.g.
dividends);
|
|
5.
|
Transactions
involving competitive bids. Any transaction involving a Related
Party where the rates or charges involved are determined by competitive
bids.
|
(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 $234,866, $224,885 and $215,674
during the years ended December 31, 2007, 2006 and 2005,
respectively. The Company owes Mr. Hildebrandt $80,000 pursuant
to two notes: (a) a subordinated note in the amount of $150,000, paid
$30,000 annually commencing December 31, 2004 and (b) a $50,000
convertible note due 50% on June 1, 2008 and 50% on June 1,
2009. William Salek, the Company’s Chief Financial Officer, is
the son-in-law of Mr. Hildebrandt. Mr. Hildebrandt served as a
Director of the Company from July 2004 to January
2005.
|
(b)
|
Goldman
Associates of New York, Inc. (“Goldman Associates”) has agreed that it and
its affiliates will not until May 31, 2008 without the prior written
consent of the Board of Directors of the Company (i) acquire, agree to
acquire or make any proposal to acquire any voting securities or assets of
the Company or any of its affiliates, (ii) propose to enter into any
merger, consolidation, recapitalization, business combination, or other
similar transaction involving the Company or any of its affiliates, (iii)
make, or in any way participate in any “solicitation” of “proxies” (as
such terms are used in the proxy rules of the Securities and Exchange
Commission) to vote or seek to advise or influence any person with respect
to the voting of any voting securities of the Company or any of its
affiliates or (iv) form, join or in any way participate in a “group” as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, in connection with any of the foregoing or (v) advise, assist or
encourage any other persons in connection with the
foregoing. Michael Goldman is the beneficial owner of the
shares held by Goldman Associates.
|
(c)
|
Oscar
and Jeffrey Folger acted as legal counsel for the Company through April
20, 2005. Oscar and Jeffrey Folger acted as legal consultants
for the Company from April 21, 2005 through December 31, 2005 and each
became an employee of the Company as Vice President-Chief Legal Counsel
and Assistant Vice President-Legal, respectively, on January 1, 2006 until
March 31, 2007. As of April 1, 2007, Oscar and Jeffrey Folger
ceased to act as employees of the Company, but Oscar Folger’s law firm
remains as counsel to the Company. Mrs. Folger is the wife of
Oscar Folger and the mother of Jeffrey Folger. Professional
fees paid to Oscar Folger’s law firm for the years ended 2007, 2006 and
2005 were $115,412, $89,826 and $79,973, respectively. Jeffrey
Folger is an associate of Oscar Folger’s law
firm. Additionally, in 2006, $12,000 was paid to each Oscar and
Jeffrey Folger as part time employees of the
Company.
|
(d)
|
William
Pagano is employed pursuant to an employment agreement that provides for a
salary of $200,000 per year, reduced by any amounts payable to Mr. Pagano
for loss of earnings or the like under any insurance plan or policy, the
premiums for which are paid for in their entirety by the Company; (ii)
fringe benefits commensurate with Mr. Pagano’s position as President, in
such group life, health, accident, disability or hospitalization insurance
plans, subject to underwriting requirements as Universal, or its parent,
may make available to its other executive employees and (iii) additional
incentive compensation based on a percentage of earnings, as defined
below, of the subsidiaries, limited to two times his base compensation.
The amended employment agreement contains confidentiality and non-compete
provisions and expires on December 31, 2010. William Pagano’s total
incentive compensation for the fiscal years ended December 31, 2007, 2006
and 2005 was $151,778, $260,109 and $317,924, respectively. On
March 3, 2008, Mr. Pagano waived his right to receive this incentive
compensation for 2007.
|
(e)
|
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 was set to expire in
September 2008, subject to renewal options, and provided for a current
aggregate annual rent of $133,500. Pioneer is the landlord
under the Lease pursuant to an assignment and assumption agreement dated
April 12, 2005.
|
(f)
|
Each
of Messrs. Goldman, Korn, Pagano, Rozzi, and Mrs. Folger had agreed that
until May 31, 2008 he or she will not purchase any stock of the Company
without written consent from the Company and that he or she will not sell
any stock to any person if the sale would create a new 5% shareholder
within the meaning of Internal Revenue Code Section 382 unless the buyer
first enters into a similar standstill agreement. On November
2, 2007, the Company terminated said Standstill Agreements dated June 21,
2004 between the Company and Messrs. Goldman, Korn, Pagano, Rozzi, and
Mrs. Folger.
|
(g)
|
Mr.
Pagano, Mr. Salek, Mrs. Folger and the wife of Michael Goldman are holders
of convertible unsecured notes in the amounts of $100,000, $50,000,
$100,000 and $25,000, respectively, issued pursuant to the terms of a
private placement made on July 29,
2004.
|
(h)
|
On
September 5, 2006, the Company was appointed a non-exclusive distributor
of Speed Queen home laundry equipment in the New York metropolitan area,
and in portions of Connecticut, Delaware and Eastern
Pennsylvania. The Company succeeded Goldman Associates of New
York, Inc. in this distributorship and, on August 31, 2006, purchased
Goldman Associates’ Speed Queen accounts receivable, inventory and related
assets at fair value for $149,625. Goldman Associates is a
private Company controlled by Michael Goldman who is the Chairman of
Colonial. The Company also established a “Goldman Universal”
division to distribute the Speed Queen home laundry system line and other
appliances.
|
|
a.
|
Attract,
motivate and retain qualified and dedicated executive
officers.
|
|
b.
|
Retain
talented executives and motivate them to achieve business objectives that
will enhance stockholder value.
|
|
c.
|
Provide
our executive officers with cash incentives to further the interests of
the Company and our stockholders.
|
|
a.
|
Company
performance, both separately and in relation to similar
companies;
|
|
b.
|
The
individual performance, experience and scope of responsibilities of each
executive officer;
|
|
c.
|
Compensation
and stock award information disclosed in the proxy statements of other
companies;
|
|
d.
|
Historical
compensation levels and stock awards at the
Company;
|
|
e.
|
The
overall competitive environment for executives and the level of
compensation necessary to attract and retain executive talent;
and
|
|
f.
|
The
recommendations of management.
|
|
i.
|
base
salaries
|
|
ii.
|
performance-based
annual incentive compensation
awards
|
|
iii.
|
periodic
grants of stock options
|
Non-Equity
|
All
|
|||||||||||||||||
Incentive
Plan
|
Other
|
|||||||||||||||||
Name and Principal Position
|
Year
|
Salary
|
Compensation
|
Compensation
|
Total
|
|||||||||||||
Bernard
Korn*
|
2007
|
$ | 200,000 | - | $ | 37,888 | $ | 237,888 | ||||||||||
2006
|
$ | 200,000 | - | $ | 30,699 | $ | 230,699 | |||||||||||
William
Pagano—Director and Chief
|
2007
|
$ | 200,000 | - | - | $ | 200,000 | |||||||||||
Executive
Officer of the Company and,
|
2006
|
$ | 200,000 | $ | 260,109 | - | $ | 460,109 | ||||||||||
President
of Universal
|
||||||||||||||||||
William
Salek—Chief Financial Officer
|
2007
|
$ | 120,000 | $ | 14,235 | - | $ | 134,235 | ||||||||||
and
Secretary of the Company and Vice
|
2006
|
$ | 120,000 | $ | 30,958 | - | $ | 150,958 | ||||||||||
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 | % |
2007
|
|||||||
Incentive
|
Additional
|
||||||
Compensation
|
Compensation
|
Incentive
|
|||||
Base
|
Percentages
|
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 | ||||
2006
|
|||||||
Incentive
|
Additional
|
||||||
Compensation
|
Compensation
|
Incentive
|
|||||
Base
|
Percentages
|
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 | |||
$
|
1,375,908 |
at
12%
|
$
|
165,109 | |||
$
|
2,375,908 |
$
|
260,109 |
Portion
of Incentive
|
Additional
Compensation
|
||||||||||
Compensation
Base
|
Percentages
|
||||||||||
Up
to
|
$ | 250,000 | .25 | % | |||||||
$ | 251,000 |
to
|
$ | 500,000 | .50 | % | |||||
$ | 501,000 |
to
|
$ | 750,000 | .75 | % | |||||
$ | 751,000 |
to
|
$ | 1,000,000 | 1.00 | % | |||||
$ | 1,001,000 |
to
|
$ | 1,250,000 | 1.25 | % | |||||
$ | 1,251,000 |
to
|
$ | 1,500,000 | 1.50 | % | |||||
$ | 1,501,000 |
to
|
$ | 1,750,000 | 1.75 | % | |||||
$ | 1,751,000 |
to
|
$ | 2,000,000 | 2.00 | % | |||||
$ | 2,001,000 |
And
over
|
2.25 | % |
2007
|
|||||||
Incentive
|
Additional
|
||||||
Compensation
|
Compensation
|
Incentive
|
|||||
Base
|
Percentages
|
Compensation
|
|||||
$
|
250,000 |
.25%
|
$
|
625 | |||
$
|
250,000 |
.50%
|
$
|
1,250 | |||
$
|
250,000 |
.75%
|
$
|
1,875 | |||
$
|
250,000 |
1.00%
|
$
|
2,500 | |||
$
|
250,000 |
1.25%
|
$
|
3,125 | |||
$
|
250,000 |
1.50%
|
$
|
3,750 | |||
$
|
63,429 |
1.75%
|
$
|
1,110 | |||
$
|
1,563,429 |
$
|
14,235 | ||||
2006
|
|||||||
Incentive
|
Additional
|
||||||
Compensation
|
Compensation
|
Incentive
|
|||||
Base
|
Percentages
|
Compensation
|
|||||
$
|
250,000 |
.25%
|
$
|
625 | |||
$
|
250,000 |
.50%
|
$
|
1,250 | |||
$
|
250,000 |
.75%
|
$
|
1,875 | |||
$
|
250,000 |
1.00%
|
$
|
2,500 | |||
$
|
250,000 |
1.25%
|
$
|
3,125 | |||
$
|
250,000 |
1.50%
|
$
|
3,750 | |||
$
|
250,000 |
1.75%
|
$
|
4,375 | |||
$
|
250,000 |
2.00%
|
$
|
5,000 | |||
$
|
375,908 |
2.25%
|
$
|
8,458 | |||
$
|
2,375,908 |
$
|
30,958 |
Pre-Tax
Profit
|
Incentive
Award
|
||
$ | 800,000 |
5% of
Salary or $ 6,500
|
|
$ | 900,000 |
10%
of Salary or $13,000
|
|
$ | 1,000,000 |
15%
of Salary or $19,500
|
|
$ | 1,100,000 |
20%
of Salary or $26,000
|
|
$ | 1,200,000 |
25%
of Salary or $32,500
|
|
$ | 1,300,000 |
30%
of Salary or $39,000
|
|
$ | 1,350,000 |
35%
of Salary or $45,500
|
Severance
pay for termination without cause
|
Termination
by death
|
Change
of control
|
||||
William
Pagano
|
None.
|
None.
|
None.
|
|||
William
Salek
|
None.
|
None.
|
None.
|
Name
|
Fees
Earned or Paid in
Cash
|
Option Awards*
|
All
Other Compensation
|
Total
|
||||||||||||
Dr.
E. Bruce Fredrikson
|
$ | 22,000 | $ | 10,122 | - | $ | 32,122 | |||||||||
Melissa
Goldman-Williams
|
$ | 12,000 | - | - | $ | 12,000 | ||||||||||
Michael
Goldman
|
$ | 12,000 | - | - | $ | 12,000 | ||||||||||
Stuart
H. Lubow
|
$ | 12,000 | $ | 10,121 | - | $ | 22,121 | |||||||||
Ronald
H. Miller
|
$ | 12,000 | $ | 10,121 | - | $ | 22,121 | |||||||||
Phillip
Siegel
|
$ | 3,000 | - | - | $ | 3,000 |
|
a.
|
Meets
with the independent auditor prior to the audit and discusses the planning
and staffing of the audit;
|
|
b.
|
Approves
in advance the engagement of the independent auditor for all audit
services and non-audit services and approves the fees and other terms of
any such engagement; and
|
|
c.
|
Obtains
periodically from the independent auditor a formal verbal communication of
the matters required to be discussed by Statements of Auditing Standards
No. 61. In addition, the Company obtains a letter describing
all relationships between the auditor and the Company and discusses with
the auditor any disclosed relationships or services that may impact
auditor objectivity and
independence.
|
By
Order of the Board of Directors,
|
|
Hawthorne,
New Jersey
|
William
Salek
|
May
13, 2008
|
Secretary
|
¢ 20630000000000000000
6
|
061608
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE T
|
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,
2008:
|
FOR
£
|
AGAINST
£
|
ABSTAIN
£
|
NOMINEES
FOR DIRECTORS:
|
||||||||||||
£
|
FOR
ALL NOMINEES
|
O
E. Bruce Fredrikson
O
Melissa Goldman-Williams
O
Michael Goldman
O
Stuart H. Lubow
O
Ronald H. Miller
O
William Pagano
|
3.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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-WILLIAMS, GOLDMAN, LUBOW, MILLER AND PAGANO AND THE
RATIFICATION OF THE SELECTION OF EISNER, LLP, AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
|
|||||||||
£
|
WITHHOLD
AUTHORITY FOR ALL NOMINEES
|
|||||||||||
£
|
FOR
ALL EXCEPT
(See
instructions below)
|
|||||||||||
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: ˜
|
|||||||||||
|
||||||||||||
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
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Date:
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¢
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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
|
¢
|
¢
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14475 ¢
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