x
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to
§240.14a-12
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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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):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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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.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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1.
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To
elect six Directors to serve for the term set forth in the accompanying
proxy statement.
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2.
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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.
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3.
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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.”
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4.
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To
consider and transact such other business as may properly come before the
Meeting or any adjournments
thereof.
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By
Order of the Board of Directors,
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Hawthorne,
New Jersey
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William
Salek
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[May ,
2009]
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Secretary
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IMPORTANT
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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.
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Name of Nominee for
Election
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Age
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Position with the
Company
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||
Dr.
E. Bruce Fredrikson
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71
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Director,
Chairman of Audit Committee
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Melissa
Goldman-Williams
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41
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Director
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Michael
Goldman
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70
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Director,
Chairman of the Board
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Stuart
H. Lubow
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51
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Director,
Chairman of Nominating Committee
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Ronald
H. Miller
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65
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Director
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William
Pagano
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69
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Director
and Chief Executive Officer of the Company and President of
Universal
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Name
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Age
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Position with the
Company
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William
Salek
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47
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Chief
Financial Officer and Secretary of the Company and Vice President of
Universal
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Common Stock
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Preferred Stock
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|||||||||||||||||
Name
of Beneficial Owner
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Amount
and
Nature
of
Beneficial
Ownership*
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Percent
of
Class
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Amount
and
Nature
of
Beneficial
Ownership*
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Percent
of
Class
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||||||||||||||
Officers and Directors:
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||||||||||||||||||
Dr.
E. Bruce Fredrikson
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30,600 | (1 | ) | ** | 0 | ** | ||||||||||||
Melissa
Goldman-Williams
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5,400 | ** | 0 | ** | ||||||||||||||
Michael
Goldman
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1,317,329 | (2 | ) | 29.68 | % | 91,065 | 20.33 | % | ||||||||||
Stuart
H. Lubow
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20,000 | (3 | ) | ** | 0 | ** | ||||||||||||
Ronald
H. Miller
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21,054 | (4 | ) | ** | 0 | ** | ||||||||||||
William
Pagano
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768,971 | (5 | ) | 16.40 | % | 0 | ** | |||||||||||
William
Salek
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53,333 | (6 | ) | 1.14 | % | 0 | ** | |||||||||||
All Officers and Directors as a
Group:
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2,216,687 | *** | 47.61 | % | 91,065 | 20.33 | % | |||||||||||
Holders of over 5% of a class of stock who are not
Officers or Directors:
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||||||||||||||||||
Rita
C. Folger
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578,719 | (7 | ) | 12.34 | % | 0 | ** | |||||||||||
Goldman
Associates of New York, Inc.
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979,255 | (8 | ) | 21.04 | % | 0 | ** |
(a)
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e)
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Mr.
Pagano and Mrs. Folger are each holders of convertible unsecured notes in
the amount of $100,000, issued pursuant to the terms of a private
placement made on July 29, 2004, as amended by Amendment 1 dated March 27,
2008 and further amended by Amendment 2 dated February 12, 2009. The
convertible unsecured notes bear interest at the prime rate plus 2% and
are due on January 1, 2010.
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Non-Equity
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All
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|||||||||||||||||
Incentive
Plan
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Other
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|||||||||||||||||
Name and Principal Position
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Year
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Salary
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Compensation
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Compensation
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Total
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|||||||||||||
William
Pagano—Director and Chief
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2008
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$ | 200,000 | - | - | $ | 200,000 | |||||||||||
Executive
Officer of the Company and,
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2007
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$ | 200,000 | - | - | $ | 200,000 | |||||||||||
President
of Universal*
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||||||||||||||||||
William
Salek—Chief Financial Officer
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2008
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$ | 130,000 | - | - | $ | 130,000 | |||||||||||
and
Secretary of the Company and Vice
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2007
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$ | 120,000 | $ | 14,235 | - | $ | 134,235 | ||||||||||
President
and Secretary of Universal
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Portion
of Incentive
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Additional
Compensation
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||||||||||
Compensation
Base
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Percentages
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||||||||||
Up
to
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$ | 250,000 | 8 | % | |||||||
$ | 251,000 |
to
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$ | 500,000 | 9 | % | |||||
$ | 501,000 |
to
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$ | 750,000 | 10 | % | |||||
$ | 751,000 |
to
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$ | 1,000,000 | 11 | % | |||||
$ | 1,001,000 |
And
over
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12 | % |
2008
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|||||||
Incentive
Compensation
Base
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Additional
Compensation
Percentages
|
Incentive
Compensation
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|||||
$
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250,000 |
at
8%
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$
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20,000 | |||
$
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250,000 |
at
9%
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$
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22,500
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|||
$
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17,100
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at
10%
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$
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1,710 | |||
$
|
0 |
at
11%
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$
|
0 | |||
$
|
0 |
at
12%
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$
|
0 | |||
$
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517,100 |
$
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44,210 | ||||
2007
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|||||||
Incentive
Compensation
Base
|
Additional
Compensation
Percentages
|
Incentive
Compensation
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|||||
$
|
250,000 |
at
8%
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$
|
20,000 | |||
$
|
250,000 |
at
9%
|
$
|
22,500
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|||
$
|
250,000 |
at
10%
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$
|
25,000 | |||
$
|
250,000 |
at
11%
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$
|
27,500 | |||
$
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473,150
|
at
12%
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$
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56,778
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|||
$
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1,473,150 |
$
|
151,778 | ||||
Name
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Fees
Earned or Paid in
Cash
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Option Awards*
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All
Other Compensation
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Total
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||||||||||||
Dr.
E. Bruce Fredrikson
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$ | 22,000 | $ | 8,902 | - | $ | 30,902 | |||||||||
Melissa
Goldman-Williams
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$ | 12,000 | - | - | $ | 12,000 | ||||||||||
Michael
Goldman
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$ | 12,000 | - | $ | 13,221 | $ | 25,221 | |||||||||
Stuart
H. Lubow
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$ | 12,000 | $ | 8,902 | - | $ | 20,902 | |||||||||
Ronald
H. Miller
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$ | 12,000 | $ | 8,902 | - | $ | 20,902 |
By
Order of the Board of Directors,
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Hawthorne,
New Jersey
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William
Salek
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[May ,
2009]
|
Secretary
|
x
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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.
|
o
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The
vote of the board of directors followed by the unanimous written consent
of the holders of all outstanding
shares.
|
William
Pagano
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||
(Signature)
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(Name
of Signer)
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|
Chief
Executive Officer
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||
(Title
of
Signer)
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