INTER
PARFUMS, INC.
551
FIFTH AVENUE
NEW
YORK, NEW YORK 10176
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JULY 26, 2007
To
the
Shareholders of Inter Parfums, Inc.:
The
annual meeting of shareholders of Inter Parfums, Inc. (the “company”) will be
held at
The
Equity Group
800
Third
Avenue - 36th Floor
New
York,
NY 10036
Tel:
212.836.9618
(Between
49th & 50th Streets)
on
July
26, 2007 at 10:00 A.M., New York City Time, for the following
purposes:
|
1.
|
To
elect a board of directors consisting of eleven (11) directors
to hold
office until our next annual meeting and until their successors
shall have
been elected and qualified; and
|
|
2.
|
To
consider and transact such other business as may properly come
before the
annual meeting or any adjournments of the annual
meeting.
|
The
board
of directors has fixed the close of business on June 22, 2007 as the record
date
for the determination of the shareholders entitled to notice of, and to vote
at,
the annual meeting and any adjournments of the annual meeting. The list of
shareholders entitled to vote at the annual meeting may be examined by any
shareholder at our offices at 551 Fifth Avenue, New York, New York 10176,
during the ten day period prior to July 26, 2007.
Dated:
June 22, 2007
|
By
Order of our board of directors
Michelle
Habert, Secretary
|
WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND DATE THE
PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE.
THE
GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH PROXY IN PERSON
SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE ENCLOSED PROXY IS BEING
SOLICITED BY THE BOARD OF DIRECTORS.
INTER
PARFUMS, INC.
PROXY
STATEMENT
GENERAL
This
proxy statement is furnished by the board of directors of our company, Inter
Parfums, Inc., a Delaware corporation, with offices located at 551 Fifth
Avenue,
New York, New York 10176, in connection with the solicitation of proxies
to be
used at the annual meeting of its shareholders being held on July 26, 2007
and
at any adjournments of the annual meeting. For purposes of this proxy statement,
unless the context otherwise indicates, the terms the “company,” “us” or “our”
refers to Inter Parfums, Inc.
This
proxy statement will be mailed to shareholders beginning approximately June
22,
2007. If a proxy in the accompanying form is properly executed and returned,
then the shares represented by the proxy will be voted as instructed on the
proxy. Any shareholder giving a proxy may revoke it at any time before it
is
voted by providing written notice of revocation to the company’s Secretary or by
a shareholder voting in person at the annual meeting.
All
properly executed proxies received prior to the annual meeting will be voted
at
the annual meeting in accordance with the instructions marked on the proxy
or as
otherwise stated in the proxy. Unless instructions to the contrary are
indicated, proxies will be voted
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●
|
FOR
the election of the eleven (11) directors referred to in this proxy
statement.
|
In
addition, the persons holding the proxies will consider and vote upon such
other
business as may properly come before the annual meeting or any adjournments
of
the annual meeting.
A
copy of
the company’s annual report for fiscal year ended December 31, 2006, which
contains financial statements audited by the company’s independent registered
public accounting firms, is being mailed to the company’s shareholders along
with this proxy statement.
We
will
bear the cost of preparing, assembling and mailing this notice of meeting,
proxy
statement, proxy and the enclosed annual report. In addition to solicitation
of
the proxies by use of the mails, some of our officers and regular employees,
without extra remuneration, may solicit proxies personally or by telephone,
telecopier or e-mail. We may also request brokerage houses, nominees, custodians
and fiduciaries to forward soliciting material to the beneficial owners of
our
common stock. We will reimburse these persons for their expenses in forwarding
soliciting material.
VOTING
SECURITIES AND
PRINCIPAL
HOLDERS THEREOF
Our
board
of directors fixed the close of business on June 22, 2007 as the record date
for
the determination of shareholders entitled to notice of, and to vote at,
the
annual meeting. Only holders of our common stock on the record date will
be able
to vote at the annual meeting.
As
of
June 6, 2007, there were 20,437,292 shares of the our common stock were
outstanding. Each share of the our common stock will entitle the holder of
such
share to one vote. None of the company’s shareholders have cumulative voting
rights. Holders of shares of our common stock are entitled to vote on all
matters. We also have 1,000,000 authorized shares of preferred stock, $.001
par
value per share, none of which are outstanding.
The
holders of a majority of the total number of outstanding shares of our common
stock entitled to vote must be present in person or by proxy to constitute
the
necessary quorum for any business to be transacted at the annual meeting.
Properly executed proxies marked “abstain,” as well as proxies held in street
name by brokers that are not voted on all proposals to come before the annual
meeting (“broker non-votes”), will be considered “present” for purposes of
determining whether a quorum has been achieved at the annual
meeting.
The
eleven (11) nominees to our board of directors receiving the greatest number
of
votes cast at the annual meeting in person or by proxy shall be elected.
Consequently, any shares of our common stock present in person or by proxy
at
the annual meeting, but not voted for any reason will have no impact in the
election of our board of directors. Other matters that may be submitted to
our
shareholders for a vote at the annual meeting, if any, will require the
favorable vote of a majority of the shares of our common stock present or
represented at the annual meeting for approval, unless we advise you otherwise.
If any matter proposed at the annual meeting must receive a specific percentage
of favorable votes for approval, abstentions in respect of such proposal
are
treated as present and entitled to vote under Delaware law and therefore
such
abstentions have the effect of a vote against such proposal. Broker non-votes
in
respect of any proposal are not counted for purposes of determining whether
such
proposal has received the requisite approval.
Our
directors will serve until the next annual meeting of stockholders and
thereafter until their successors shall have been elected and qualified.
Messrs.
Jean Madar and Philippe Benacin have a verbal agreement or understanding
to vote
their shares in a like manner. As Messrs. Madar and Benacin beneficially
own
more than 50% of the outstanding shares of the Inter Parfums’ common stock,
Inter Parfums is considered a “controlled company” under the applicable rules of
The Nasdaq Stock Market.
With
the
exception of Mr. Benacin, the officers are elected annually by the
directors and serve at the discretion of the board of directors. There are
no
family relationships between executive officers or directors of our company.
Members
of our management have been informed that our controlling shareholders intend
to
vote in favor of all of the nominees for directors and therefore, they are
all
likely to be elected. We know of no business other than the election of
directors that will be presented for consideration at the annual meeting.
If any
other matter is properly presented, then it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best
judgment.
The
following table sets forth information, as of June 6, 2007 with respect to
the
beneficial ownership of our common stock by (a) each person we know to be
the
beneficial owner of more than five percent of our outstanding common stock,
(b)
our executive officers and directors and (c) all of our directors and
officers as a group. As of June 6, 2007 we had 20,437,292 shares of common
stock
outstanding.
Name
and Address
of
Beneficial Owner
|
Amount
of Beneficial Ownership1
|
Approximate
Percent of Class
|
Jean
Madar
c/o
Inter Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008
Paris, France
|
5,741,8602
|
27.8%
|
Philippe
Benacin
c/o
Inter Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008
Paris, France
|
5,679,4183
|
27.5%
|
Russell
Greenberg
c/o
Inter Parfums, Inc.
551
Fifth Avenue
New
York, NY 10176
|
88,0004
|
Less
than 1%
|
Francois
Heilbronn
60
Avenue de Breteuil
75007
Paris, France
|
23,3375
|
Less
than 1%
|
Joseph
A. Caccamo, Esq.
GrayRobinson,
P.A.
401
East Las Olas Blvd.,
Ste.
1850
Ft.
Lauderdale, FL 33301
|
12,0006
|
Less
than 1%
|
Jean
Levy
Chez
Axcess Groupe
8
rue de Berri
75008
Paris, France
|
5,0007
|
Less
than 1%
|
Robert
Bensoussan-Torres
8
Bramerton Street
SW3
5JX
London,
England
|
8,0008
|
Less
than 1%
|
Jean
Cailliau
L
Capital Management
22,
avenue Montaigne
75008,
Paris, France
|
4,0009
|
Less
than 1%
|
Name
and Address
of
Beneficial Owner
|
Amount
of Beneficial Ownership1
|
Approximate
Percent of Class
|
Philippe
Santi
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
32,50010
|
Less
than 1%
|
Serge
Rosinoer
14
rue LeSueur
75116
Paris, France
|
9,70011
|
Less
than 1%
|
Patrick
Choël
Universite
-82
7
rue de Talleyrand
75007,
Paris, France
|
-0-
|
NA
|
Frederic
Garcia-Pelayo
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
Jack
Ayer
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
Axel
Marot
Inter
Parfums, S.A.
4,
Rond Point Des Champs Elysees
75008,
Paris France
|
-0-
|
NA
|
Royce
& Associates, LLC12
1414
Avenue of the Americas
New
York, NY 10019
|
2,178,800
|
10.7%
|
Independence
Investments, LLC13
551
Fifth Avenue
New
York, NY 10176
|
1,204,686
|
5.9%
|
All
Directors and Officers
As
a Group 16 Persons)
|
11,603,85114
|
55.3%
|
____________________
1
|
All
shares of common stock are directly held with sole voting power
and sole
power to dispose, unless otherwise stated. Options which are exercisable
within 60 days are included in beneficial ownership calculations.
Jean
Madar, the Chairman of the Board and Chief Executive Officer of
Inter
Parfums and Philippe Benacin, the Vice Chairman of the Board and
President
of Inter Parfums, have a verbal agreement or understanding to vote
their
shares in a like manner. As Messrs. Madar and Benacin beneficially
own
more than 50% of the outstanding shares of the Inter Parfums’ common
stock, Inter Parfums is considered a “controlled company” under the
applicable rules of The Nasdaq Stock
Market.
|
2
|
Consists
of 4,441,859 shares held directly, 1,100,001 shares held indirectly
through a personal holding company and options to purchase 200,000
shares.
Shares held directly includes 1,140,000 shares pledged as collateral
for
personal loans/lines of credit.
|
3
|
Consists
of 4,379,417 shares held directly, 1,100,001 shares held indirectly
through a personal holding company and options to purchase 200,000
shares.
|
4
|
Consists
of 2,000 shares held directly and options to purchase 86,000
shares.
|
5
|
Consists
of 19,375 shares held directly and options to purchase 4,000
shares.
|
6
|
Consists
of shares of common stock underlying options, 8,000 of which are
held as
nominee for his former employer and 4,000 of which are held for
his
present employer. Beneficial ownership of such shares is
disclaimed.
|
7
|
Consists
of 1,000 shares held directly and options to purchase 4,000
shares.
|
8
|
Consists
of 4,000 shares held directly and options to purchase 4,000
shares.
|
9
|
Consists
of shares of common stock underlying
options.
|
10
|
Consists
of shares of common stock underlying
options.
|
11
|
Consists
of 4,700 shares held directly and options to purchase 5,000
shares.
|
12
|
Information
derived from an Amendment to Schedule 13G dated January 22,
2007.
|
13
|
Information
derived from a Schedule 13G dated January 11,
2007.
|
14
|
Consists
of 11,052,351 shares held directly or indirectly, and options to
purchase
551,500 shares.
|
PROPOSAL
NO. 1:
ELECTION
OF DIRECTORS
General
The
members of our board of directors are each elected with a plurality of votes
cast in favor of their election for a one-year term or until their successors
are elected and qualify. During fiscal year ended December 31, 2006, our
board
of directors consisted of eleven (11) persons, Messrs. Jean Madar, Philippe
Benacin, Russell Greenberg, Francois Heilbronn, Joseph A. Caccamo, Jean Levy,
Robert Bensoussan-Torres, Patrick Choël (who replaced Daniel Piette as a member
of our board of directors in June 2006), Jean Cailliau, Philippe Santi and
Serge
Rosinoer, who were elected by the shareholders at the company’s last annual
meeting of shareholders held in July 2006.
Unless
authority is withheld, the proxies in the accompanying form will be voted
in
favor of the election of the nominees named above as directors. Although
all of
the nominees have indicated their willingness to serve if elected, if at
the
time of the meeting any nominee is unable to or unwilling to serve, then
the
shares represented by properly executed proxies will be voted at the discretion
of the person named in the proxies for another person designated by our board
of
directors.
Board
of Directors
Our
Board
of Directors has the responsibility for establishing broad corporate policies
and for the overall performance of our Company. Although certain directors
are
not involved in day-to-day operating details, members of the Board are kept
informed of our business by various reports and documents made available
to
them. The Board of Directors held six meetings (or executed consents in lieu
thereof), including meetings of committees of the Board during 2006, and,
with
the exception of Messrs. Santi, Bensoussan-Torres and Piette (who stepped
down
in June 2006) all of the directors attended at least 75% of
the
meetings of the Board and committee meetings of which they were a
member.
We
have
adopted a Code of Business Conduct, and we agree to provide to any person
without charge, upon request, a copy of our Code of Business Conduct. Any
person
who requests a copy of our Code of Business Conduct should provide their
name
and address in writing to: Inter Parfums, Inc., 551 Fifth Avenue, New York,
NY
10176, Att.: Shareholder Relations. In addition, our Code of Conduct is also
maintained on our website, at www.interparfumsinc.com.
During
Fiscal 2006, the Board of Directors had the following standing committees:
|
·
|
Audit
Committee - The Audit Committee has the sole authority and is directly
responsible for, the appointment, compensation and oversight of
the work
of the independent accountants employed by the Company which prepare
or
issue an audit report for the Company. During 2006, the Audit Committee
initially consisted of Messrs. Heilbronn, Levy and Bensoussan-Torres
and
Mr. Choël replaced Mr. Bensoussan-Torres in June 2006.
|
The
Audit
Committee does not have a member who is an “Audit Committee Financial Expert” as
such term is defined under the applicable rules and regulations. However,
as the
result of the background, education and experience of the members of the
Audit
Committee, the Board of Directors believes that such committee members are
fully
qualified to fulfill their obligations as members of the Audit Committee.
|
·
|
Executive
Compensation and Stock Option Committee - The Executive Compensation
and
Stock Option Committee oversees the compensation of the Company’s
executives and administers the Company’s stock option plans. During 2006,
the members of such committee initially consisted of Messrs. Heilbronn,
Levy and Daniel Piette, and Mr. Choël replaced Mr. Piette in June 2006 .
We presently do not have a separate charter for our Executive Compensation
and Stock Option Committee.
|
Our
Board
of Directors does not maintain a standing nominating committee or a committee
performing similar functions. In view of the agreement and understanding
of
Messrs. Jean Madar and Philippe Benacin who beneficially own more than 50%
of
the outstanding shares of the Inter Parfums’ common stock, our Board of
Directors does not believe it necessary for the
Company to have such a committee. Also as a “controlled company” under the
applicable rules of The Nasdaq Stock Market, we are exempt from the nominating
committee requirements. During 2006, our Board of Directors as a group agreed
to
nominate the same members of the board who had served last year with the
exception of Mr. Choël, who was added to the Board of Directors in June 2006,
replacing Mr. Piette who stepped down.
Director
Independence
The
following are our directors who are “independent directors” within the
applicable rules of The Nasdaq Stock Market:
Francois
Heilbronn
Jean
Levy
Robert
Bensoussan-Torres
Serge
Rosinoer
Jean
Cailliau
Patrick
Choël
While
we
follow and comply with the independent director definitions as provided by
The
Nasdaq Stock Market rules in determining the independence of our directors,
we
do not presently post the rules on our company’s website. However, the rules of
The Nasdaq Stock Market are readily available on its website. We intend to
either include the applicable independent director definition on our website
or
as an appendix to our proxy statement for the next annual meeting.
However,
as stated above, Messrs. Jean Madar and Philippe Benacin have a verbal agreement
or understanding to vote their shares in a like manner. As Messrs. Madar
and
Benacin beneficially own more than 50% of the outstanding shares of the Inter
Parfums’ common stock, Inter Parfums is considered a “controlled company” under
the applicable rules of The Nasdaq Stock Market. As a controlled company,
we are
exempt for certain of the corporate governance rules of The Nasdaq Stock
Market,
such as the board of directors consisting a majority of independent directors
and the requirement of a nominating committee of the board.
In
addition, The Nasdaq Stock Market maintains more stringent rules relating
to
director independence for the members of our Audit Committee, and the members
of
our Audit Committee, Messrs. Heilbronn, Levy and Choël, are independent within
those rules. We are not exempt from the more stringent rules relating to
director independence for the members of our Audit Committee by virtue of
the
controlled company exception.
Business
Experience
The
following sets forth biographical information as to the business experience
of
each executive officer and director of our Company for at least the past
five
years.
Jean
Madar
Jean
Madar, age 46, a Director, has been the Chairman of the Board of Directors
since
the Company's inception, and is a co-founder of the Company with Mr. Benacin.
From inception until December 1993 he was the President of the Company; in
January 1994 he became Director General of Inter Parfums, S.A., the Company’s
subsidiary; and in January 1997 he became Chief Executive Officer of the
Company. Mr. Madar was previously the managing director of Inter Parfums,
S.A.,
from September 1983 until June 1985. At such subsidiary, he had the
responsibility of overseeing the marketing operations of its foreign
distribution, including market research analysis and actual marketing campaigns.
Mr. Madar graduated from The French University for Economic and Commercial
Sciences (ESSEC) in 1983.
Philippe
Benacin
Mr.
Benacin, age 48, a Director, has been the Vice Chairman of the Board since
September 1991, and is a co-founder of the Company with Mr. Madar. He was
elected the Executive Vice President in September 1991, Senior Vice President
in
April 1993, and President of the Company in January 1994. In addition, he
has
been the President of Inter Parfums, S.A. for more than the past five years.
Mr.
Benacin graduated from The French University for Economic and Commercial
Sciences (ESSEC) in 1983.
Russell
Greenberg
Mr.
Greenberg, age 50, the Chief Financial Officer, was Vice-President, Finance
when
he joined the Company in June 1992; became Executive Vice President in April
1993; and was appointed to the Board of Directors in February 1995. He is
a
certified public accountant licensed in the State of New York, and is a member
of the American Institute of Certified Public Accountants and the New York
State
Society of Certified Public Accountants. After graduating from The Ohio State
University in 1980, he was employed in public accounting until he joined
the
Company in June 1992.
Philippe
Santi
Philippe
Santi, age 45 and a Director since December 1999, has been the Director of
Finance and the Chief Financial Officer of Inter Parfums, S.A. since February
1995. Mr. Santi became Executive Vice President of Inter Parfums, S.A. in
2004,
and is a Certified Accountant and Statutory Auditor in France.
Francois
Heilbronn
Mr.
Heilbronn, age 46, a Director since 1988, an independent director, and a
member
of the audit, stock option and executive compensation committees, is a graduate
of Harvard Business School with a Master of Business Administration degree
and
is currently the managing partner of the consulting firm of M.M. Friedrich,
Heilbronn & Fiszer. He was formerly employed by The Boston Consulting Group,
Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut
D' Etudes Politiques De Paris in June 1983. From 1984 to 1986, he worked
as a
financial analyst for Lazard Freres & Co.
Joseph
A. Caccamo
Mr.
Caccamo, age 52, a Director since 1992, is an attorney with the law firm
of
GrayRobinson, P.A., our general counsel. A member of both the New York and
Florida bars, Mr. Caccamo has been a practicing attorney since 1981,
concentrating in the areas of corporate and securities law, and in September
1991 he became our counsel.
Jean
Levy
Jean
Levy, age 74, a Director since August 1996, an independent director and a
member
of the audit and executive compensation and stock option committees, worked
for
twenty-seven years at L'Oreal, and was the President and Chief Executive
Officer
of Cosmair, the exclusive United States licensee of L'Oreal, from 1983 through
June 1987. In addition, he is the former President and Chief Executive Officer
of Sanofi Beaute (France). For the more than the past five years, Mr. Levy
has
been an independent advisor as well as a consultant for economic development
to
local governments in France. A graduate of l'Institut d'Etudes Politiques
de
Paris, he also attended Yale Graduate School and was a recipient of a Fulbright
Scholarship. He was also a Professor at l'Institut d'Etudes Politiques de
Paris.
He was formerly a director of Zannier Group and Escada Beaute Worldwide and
Rallye, S.A. In addition, Mr. Levy was also a director (Chairman of the Board
until October 2001) of Financière d'Or, and its subsidiary, Histoire d'Or which
is in the retail jewelry business. Mr. Levy was formerly a consultant to
Ernst
& Young, Paris through 2004. He is currently a board member of Price
Minister, an internet based retailer located in Paris.
Robert
Bensoussan-Torres
Robert
Bensoussan-Torres, age 49, has been a Director since March 1997, and also
is an
independent director and during 2005 was a member of the audit committee.
In
November 2001, he became the Chief Executive Officer of Jimmy Choo Ltd.,
a
luxury shoe and ready to wear accessory company. From 1999 to December 2000,
he
was the Managing Director of Gianfranco Ferre fashion group, based in Milano,
Italy. Mr. Bensoussan-Torres is a Director of Towers Consulting Europe, Ltd.
Towers Consulting Europe, Ltd. is a consulting company based in London, which
specializes in strategic advise in connection with mergers and acquisitions
in
the luxury goods business. Mr. Bensoussan-Torres was the Chief Executive
Officer
of Christian Lacroix, Paris, a subsidiary of LVMH Group, from February 1993
until May 1998. Christian Lacroix is a French Haute Couture House and has
activities in the field of apparel, accessories and fragrances. From December
1990 through January 1993 he was based in Munich, Germany, as the International
Sales Director of The Escada Group.
Jean
Cailliau
Mr.
Cailliau, age 44, and a director since December 1999. The Board considers
Mr.
Cailliau to be independent of management, notwithstanding his prior affiliation
with LV Capital USA Inc., which was dissolved in August 2006. Through June
2001,
Mr. Cailliau was the Deputy General Manager of LV Capital SA, the investment
arm
of LVMH. In January 2001 he became a Director of L Capital Management, a
private
equity fund sponsored by LVMH. For the past 10 years, Mr. Cailliau has held
executive positions at LVMH. He is also a Director of various European
companies. Mr. Cailliau is an Engineer in Agronomics and has an MBA (1988)
from
Insead.
Serge
Rosinoer
Mr.
Rosinoer, age 75, was appointed to the Board of Directors in December 2000,
as
an independent director. Mr. Rosinoer has devoted most of his career to the
personal care, cosmetics and fragrance industry. In 1978, Mr. Rosinoer joined
the Clarins Group as Vice President and Chief Operating Officer where he
was
largely responsible for its rapid international expansion. As COO, then CEO
since 1978, Mr. Rosinoer oversaw the transformation of Clarins into a major
force in cosmetics, skin care and fragrance, with annual sales of approximately
600 million Euro and more than 4,000 employees. He retired from active duty
in
June of 2000, but continues to serve on the board of directors of Clarins.
Earlier in his career he was President of Parfums Corday. He also held senior
level executive positions at Max Factor, where he had full supervision of
that
cosmetics company’s European production and sales. Mr. Rosinoer has served
several terms as President of the French Prestige Cosmetics Association and
currently serves as Conseiller du Commerce Extérieur de la France.
Patrick
Choël
Mr.
Choël, age 63, was appointed to the Board of Directors in June 2006, as an
independent director, and is a member of both the Audit Committee and the
Executive Compensation and Stock Option Committee. Mr. Choël is the manager of
Université 82, a business consultant and advisor. For approximately 10 years,
through March 2004, Mr. Choël worked as the President and CEO of two divisions
of LVMH, first the LVMH Perfumes and Cosmetics Division, which included such
well known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy,
among others, and later, Parfums Christian Dior, a leading world-wide prestige
beauty/fragrances business. Prior to such time, for approximately 30 years,
he
work at various executive positions at Unilever, including President and
CEO of
Elida Fabergé France and President and CEO of Chesebrough Pond’s
USA.
Hugues
de la Chevasnerie
Hugues
de
la Chevasnerie, age 38, became the Director of Burberry Fragrances in December
2006. Prior to joining Burberry Fragrances, Mr. Chevasnerie was from February
2002 the Vice President of International Marketing, Davidoff & Chloé, at
Coty Inc. From 1994 to 2002, he held various positions at LVMH- Parfums
Christian Dior, including Group Head for Men’s Perfumes from 1999 to
2002.
Frederic
Garcia-Pelayo
Frederic
Garcia-Pelayo, age 48, became the President of the Luxury and Fashion division
of Inter Parfums, S.A. in March 2005. He was previously the Director of
Marketing and Distribution for Perfume and Cosmetics for Inter Parfums, S.A.
and
was named Executive Vice President in 2004. Previously Mr. Garcia-Pelayo
was the
Director of Export Sales of Inter Parfums, S.A. from September 1994. Prior
to
September 1994, Mr. Garcia-Pelayo was the Export Manager for Benetton Perfumes
for seven (7) years.
Jack
Ayer
Jack
Ayer, age 57, was a French Market Sales Manager when he joined Inter Parfums,
S.A. in 1989 and has been the Director of the French Market Sales for Inter
Parfums, S.A. since 1999. Prior to 1989 Mr. Ayer spent 13 years as a brand
representative for L'Oréal.
Axel
Marot
Axel
Marot, age 33, was the Supply Chain Manager when he joined Inter Parfums,
S.A.
in 2003 and has been the Director of Operations for Inter Parfums, S.A. since
January 2005. Prior to joining Inter Parfums, S.A., Mr. Marot was a Supply
Chain
Manager for Nestlé.
Section
16(a) Beneficial Ownership Reporting Compliance
Based
solely upon a review of Forms 3, 4 and 5 and any amendments to such forms
furnished to us, and written representations from various reporting persons
furnished to us, we are not aware of any reporting person who has failed
to file
the reports required to be filed under Section 16(a) of the Securities Exchange
Act of 1934 on a timely basis.
Executive
Compensation
The
following table sets forth a summary of all compensation awarded to, earned
by
or paid to, our Chief Executive Officer, our Chief Financial Officer, and
each
of the three most highly compensated executive officers of our Company whose
compensation exceeded $100,000 per annum for services rendered in all capacities
to our Company and its subsidiaries during fiscal years ended December 31,
2006,
December 31, 2005 and December 31, 2004. In addition, we have included the
compensation information of one former executive officer who left our employ
during 2006. For all compensation related matters disclosed in this Item
11, all
amounts paid in euro have been converted to US dollars at the average rate
of
exchange in each year.
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
Jean
Madar,
Chief
Executive Officer
|
2006
2005
2004
|
400,000
400,000
330,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
252,000
337,000
405,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
2,974,944
1
6,079,952
2
1,291,030
3
|
3,626,944
6,816,952
2,026,030
|
Russell
Greenberg, Chief Financial Officer
|
2006
2005
2004
|
375,000
345,000
315,000
|
30,000
30,000
30,000
|
-0-
-0-
-0-
|
167,000
132,000
158,000
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
304,214
4
548,214
5
222,055
6
|
876,214
1,055,214
725,055
|
Philippe
Benacin, President of Inter Parfums, Inc. and President of Inter
Parfums,
S.A.
|
2006
2005
2004
|
226,206
208,874
210,000
|
153,174
161,629
111,250
|
-0-
-0-
-0-
|
252,000
337,000
405,000
|
-0-
-0-
-0-
|
8,800
8,700
8,700
|
1,298,801
7
5,866,935
8
1,697,412
9
|
1,938,981
6,583,138
2,432,362
|
Philippe
Santi,
Executive
Vice President and Director General Delegue, Inter Parfums,
S.A.
|
2006
2005
2004
|
226,206
208,874
149,000
|
197,302
161,629
126,000
|
-0-
-0-
-0-
|
105,000
91,000
97,000
|
22,621
21,655
24,000
|
8,800
8,700
8,700
|
405,80110
169,10411
429,33112
|
965,730
660,962
834,031
|
Frédéric
Garcia-Pelayo,
Director
Export Sales,
Inter
Parfums, S.A.
|
2006
2005
2004
|
226,206
208,874
149,000
|
197,302
161,629
136,000
|
-0-
-0-
-0-
|
166,000
53,000
52,000
|
22,621
21,655
24,000
|
8,800
8,700
8,700
|
259,956
13
173,218
14
600,775
15
|
880,885
627,076
970,475
|
Marcella
Cacci,
Former
President, Burberry Fragrances16
|
2006
2005
|
208,200
316,667
|
-0-
125,000
|
-0-
217,00017
|
-0-
162,000
|
62,500
125,000
|
-0-
-0-
|
341,000
18
87,000
19
|
611,700
1,032,667
|
___________________________________
1
|
Consists
of $654,500 realized upon the exercise of options, and $2,320,444
realized
on the exercise of options of Inter Parfums, S.A.
|
2
|
Consists
of $6,079,952 realized upon the exercise of options.
|
3
|
Consists
of $670,285 realized upon the exercise of options, and $620,745
realized
on the exercise of options of Inter Parfums, S.A.
|
4
|
Consists
of $2,214 for automobile expenses and $235,000 realized upon exercise
of
options and $67,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
5
|
Consists
of $2,214 for automobile expenses and $467,000 realized upon exercise
of
options and $79,000 realized on the exercise of options of Inter
Parfums,
S.A.
|
6
|
Consists
of $2,214 for automobile expenses and $183,935 realized upon exercise
of
options and $35,906 realized on the exercise of options of Inter
Parfums,
S.A.
|
7
|
Consists
of lodging expenses of $75,402, $8,797 for automobile expenses,
$654,500
realized upon the exercise of options, and $560,102 realized on
the
exercise of options of Inter Parfums, S.A.
|
8
|
Consists
of lodging expenses of $208,874, $10,613 for automobile expenses,
$5,072,785 realized upon the exercise of options, and $574,663
realized
upon exercise of options of Inter Parfums,
S.A.
|
9
|
Consists
of lodging expenses of $48,000, $16,250 for automobile expenses,
$1,000,302 realized upon the exercise of options, and $632,860
realized
upon exercise of options of Inter Parfums,
S.A.
|
10
|
Consists
of $405,801 realized on the exercise of options of Inter Parfums,
S.A.
|
11
|
Consists
of $169,104 realized on the exercise of options of Inter Parfums,
S.A.
|
12
|
Consists
of $429,331 realized on the exercise of options of Inter Parfums,
S.A.
|
13
|
Consists
of $123,157 realized on the exercise of options of Inter Parfums,
S.A.
|
14
|
Consists
of $173,218 realized on the exercise of options of Inter Parfums,
S.A.
|
15
|
Consists
of $600,775 realized on the exercise of options of Inter Parfums,
S.A.
|
16
|
Ms.
Cacci became President of Burberry Fragrances on March 15, 2005
and left
the company as of June 30, 2006.
|
17
|
Under
the terms of her employment agreement, Ms. Cacci was issued 5,000
restricted shares of Inter Parfums, S.A., to vest ratably over
a
three-year period. When she left the employ of Inter Parfums S.A.,
the
vesting restrictions lapsed. During 2006, in lieu of issuance of
such
restricted shares, we paid her the fair market value of such
shares.
|
18
|
Consists
of severance pay of $293,750 and housing allowance of $48,000.
Under the
terms of her employment agreement, Ms. Cacci was granted options
to
purchase 24,200 shares of Inter Parfums, S.A. to vest ratably over
a
three-year period. When she left the employ of Inter Parfums S.A.,
the
vesting restrictions lapsed.
|
19
|
Under
the terms of her employment agreement, the Company paid Ms. Cacci
a
housing allowance of $40,000 and reimbursement of attorneys’ fees of
$47,000.
|
Compensation
Discussion and Analysis
General
The
Executive Compensation and Stock Option Committee oversees the compensation
of
the Company’s executives and administers the Company’s stock option plans. The
members of such committee are Messrs. Heilbronn, Levy and Choël. Mr. Choël
replaced Mr. Piette on such committee in June 2006.
During
2006, the Executive Compensation and Stock Option Committee took action 3
times
by the execution of written consents in lieu of meetings.
In
addition to the members of the Executive Compensation Committee, the following
persons participated in discussions concerning executive compensation during
2006: Jean Madar, the Chairman of our Board of Directors and Chief Executive
Officer; Philippe Benacin, a Director, President, and President of Inter
Parfums, S.A., our company’s indirect French operating subsidiary; Russell
Greenberg, an Executive Vice President, Chief Financial Officer and a Director;
Philippe Santi, the Chief Financial Officer of Inter Parfums, S.A. Generally,
Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative
and
recommends executive compensation levels for executives in the United States,
and Mr. Benacin, the President of Inter Parfums, S.A., takes the initiative
and
recommends for executive compensation levels for executives in Paris. Further,
all cash compensation for each of Messrs. Benacin, Santi and Garcia-Pelayo’s are
paid to them in euros by our French operating subsidiary, and all cash
compensation for each of Messrs. Madar and Greenberg are paid from United
States
Operations. Also as a general rule, all executive officers have their
compensation reviewed annually.
The
objectives of our compensation program are designed to strike a balance between
offering sufficient compensation to either retain existing or attract new
executives on the one hand, and keeping compensation at reasonable levels
on the
other hand. Although our business is growing, as evidenced by our increased
sales and growing portfolio of brand names, we do not have the resources
comparable to the cosmetic giants in our industry, and accordingly cannot
afford
to pay excessive executive compensation. In furtherance of these objectives,
our
executive compensation packages generally include a base salary, as well
as
annual incentives tied to individual performance and long-term incentives
tied
to our operating performance. Further, Messrs. Madar and Benacin, in addition
to
being executive officers and directors are our largest shareholders, which
aligns their interests with our shareholder base in keeping executive
compensation at a reasonable level.
The
following sets forth information regarding compensation and benefits provided
to
our Chief Executive Officer, Chief Financial Officer, each of the three most
highly compensated executive officers other than our Chief Executive Officer
and
Chief Financial Officer, whose total compensation exceeded $100,000. In
addition, we have included the compensation information of one former executive
officer who left our company during 2006. The executive officers being discussed
for 2006 are: Jean Madar (the Chief Executive Officer), Russell Greenberg
(the
Chief Financial Officer), Philippe Benacin, Philippe Santi and Frederic
Garcia-Pelayo (the three highly compensated officers) and Marcella Cacci,
former
executive officer who left our company during 2006.
Base
Salary
Base
salaries for executive officers are initially determined by evaluating the
responsibilities of the position held and the experience of the individual,
and
by reference to the competitive market place for executive talent. Base salaries
for executive officers are reviewed on an annual basis, and adjustments are
determined by evaluating our operating performance, the performance of each
executive officer, as well as whether the nature of the responsibilities
of the
executive has changed.
As
stated
above, Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative
and recommends executive compensation levels for executives in the United
States, and Mr. Benacin, the President of Inter Parfums, S.A., takes the
initiative and recommends for executive compensation levels for executives
in
Paris.
Mr.
Madar, the Chief Executive Officer, did not receive an increase in his base
salary of $400,000.
Upon
recommendation of our Chairman and Chief Executive Officer, the Executive
Compensation and Stock Option Committee determined to increase the base salary
of Mr. Greenberg, the Chief Financial Officer, by $30,000 from $345,000 to
$375,000, a, 8.7% increase. Mr. Greenberg has received the same salary increase
of $30,000 for the past two years.
Upon
the
recommendation of Mr. Benacin, the base salaries of Mr. Philippe Santi, the
Chief Financial Officer of Inter Parfums, S.A., and Mr. Frederic Garcia-Pelayo,
was each increased from 168,000 euros in 2005 to 180,000 euros in 2006, a
7%
increase. Likewise, Mr. Benacin’s base compensation was increased to from
168,000 euros in 2005 to180,000 euros in 2006.
In
February 2005 we entered into an employment agreement with Marcella Cacci
to
act as
the President of Burberry Fragrances, a division of Inter
Parfums, S.A. for a three year period. Such employment agreement was approved
by
this Committee. Further, as a negotiated term of her employment agreement,
United States operation paid her compensation, although she was residing
and
working in Paris for Burberry Fragrances, a division of Inter Parfums, S.A.
Ms.
Cacci was terminated without cause, and for 2006 her pro-rated based salary
was
$208,200.
After
a
thorough review, the Chairman of the Board determined that the base salaries
paid to such executives were fair in the view of their responsibilities,
length
of service with us, performance and compensation levels to peers, as to which
the Executive Compensation and Stock Option Committee
concurs.
Bonus
Compensation/ Annual Incentives
As
the
result of their efforts in increasing the profitability of our company, bonuses
were awarded as follows. For European operations, each of Messrs. Santi and
Garcia-Pelayo received a cash bonus of $197,302 (157,000 euros) and Mr. Benacin
received a cash bonus of $153,174 (122,000 euros). For United States operations,
Mr. Greenberg received a cash bonus of $30,000. In order for Mr. Madar to
receive a cash bonus, United States operations has to achieve after tax profit
target. However, our Chief Executive Officer did not receive a cash bonus
primarily due to the expenses incurred by United States operations with respect
to start up costs for our Gap and Banana Republic fragrance products, and
the
downward sales trend in the mass market. However, the Executive Compensation
Committee has determined to use the same after tax profit target for our
company’s United States operations that will be used to calculate Mr. Madar’s
bonus for 2007.
Under
the
terms of her employment agreement, Marcella Cacci was also entitled to a
pro
rated bonus of $62,500 as Burberry Fragrances reached certain sales
targets.
Long
Term Incentives
The
long-term incentives are geared towards linking benefits to corporate
performance through the grant of stock options. All options are granted with
an
exercise price equal to the fair market value of the underlying shares of
our
common stock on the date of grant, and terminate on or shortly after severance
of the executive’s relationship with us. Unless the market price of our common
stock increases, corporate executives will have no tangible benefit. Thus,
they
are provided with the extra incentive to increase individual performance
with
the ultimate goal of increased our overall performance. In addition, Inter
Parfums, S.A. maintains a profit sharing plan for its employees. We believe
that
enhanced executive incentives which result in increased corporate performance
tend to build company loyalty. As a general rule, the number of options granted
is determined by several factors, both individual and company operating results
for the past year, as well as past option grants to such
executives.
Under
the
terms of her employment agreement, Ms. Cacci received the following
benefits:
|
·
|
Stock
Options: Options to purchase 20,000 ordinary shares of Inter Parfums
S.A.’s common stock at a purchase price equal to the fair market value
of
the shares at the time of the grant, vesting 1/3 each year for
three
years.
|
|
·
|
One
Time Issuance of Restricted Shares: Issuance of 5,000 ordinary
shares of
Inter Parfums S.A. vesting 1/3 each year for three years.
|
However,
as the result of her termination without cause in 2006, all vesting restrictions
on the option grant and restricted shares lapsed and became fully vested.
During
2006, upon the recommendation of the company’s Chief Executive Officer, the
Executive Compensation and Stock Option Committee granted options to purchase
40,000 shares our common stock to each of Jean Madar and Philippe Benacin,
25,000 shares to Mr. Greenberg, and 5,000 to each of Messrs. Santi and Garcia-
Pelayo, all at the fair market value on the date of grant. However, commencing
in 2006 we granted nonqualified stock options with a term of 6 years rather
than
the 5 years as had been done over the past several years, because the option
grants vest now ratably of a 5-year period on a cumulative basis, so that
the
option will become fully exercisable at the beginning of the sixth year from
the
date of grant.
We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion
of
the option vesting; and 2. as options granted to employees are now required
to
be accounted as a compensation expense, the compensation expense to our company
is thereby lessened.
Under
our
stock option plan, nonqualified stock options granted to executives terminate
immediately upon the executive’s termination of association with our company.
This termination provision coupled with vesting may reduce certain benefits
afforded to an executive when an executive officer leaves our
employ.
For
2006,
the option grants to Messrs. Madar and Benacin were actually less in number
than
the option grants made for the past several years, while the option grant
to Mr.
Greenberg was commensurate with his option grant in 2005. Our company has
not in
the past routinely granted options to executive officers of Inter Parfums,
S.A.
other than Mr. Benacin, but rather such grants are handled on a case by case
basis each year.
Over
the
past few years as our company has grown and the market price or our common
stock
has increased, Messrs. Madar and Benacin have realized substantial compensation
as the result of the exercise of their options. As the two executives most
responsible for continued growth and success of our company, the Committee
believes the granting of options is an appropriate tool to tie a substantial
portion of their compensation to the success of our company and is completely
warranted.
In
addition, Inter Parfums, SA maintains its own stock option plan, profit sharing
plan and a relatively small pension plan, which provide long term benefits
to
the executive officers of our European operations.
The
actual compensation realized as the result of the exercise of options, as
well
as the future potential of such rewards, are powerful incentives for increased
individual performance, and ultimately increased company performance. In
view of
the fact that these executive officers contribute significantly to our
profitable operations, the Executive Compensation and Stock Option Committee
believes these incentives to be fair to these executive officers and to our
shareholders.
Conclusion
The
Executive Compensation and Stock Option Committee believes that its present
policies to date, with its emphasis on rewarding performance, has served
to
focus the efforts of our executives to achieve a high rate of growth and
profitability, which management believes will result in a substantial increase
in value to our shareholders.
Francois
Heilbronn
Jean
Levy
and
Daniel
Piette (through June 2006) and Patrick Choël (after June 2006)
Plan
Based Awards
The
following table sets certain information relating to each grant of an award
made
to the executive officers of our company listed in the Summary Compensation
Table during the past fiscal year.
Grants
of Plan-Based Awards
|
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity Incentive Plan Awards
|
Estimated
Future Payouts
Under
Equity Incentive Plan Awards
|
All
Other Stock Awards:
Number
of Shares of Stock or Units (#)
|
All
Other Option Awards:
Number
of Securities Underlying Options (#)
|
Exercise
or Base Price of Option Awards
($/Sh)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Jean
Madar
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
40,000
|
19.655
|
Jean
Madar
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
11,000
|
39.96
|
Russell
Greenberg
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
25,000
|
19.655
|
Russell
Greenberg
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
880
|
39.96
|
Philippe
Benacin
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
40,000
|
19.655
|
Philippe
Benacin
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
11,000
|
39.96
|
Philippe
Santi
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
5,000
|
19.655
|
Philippe
Santi
|
6/1/2006
*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
6,600
|
39.96
|
Frédéric
Garcia-Pelayo
|
12/15/06
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
5,000
|
19.655
|
Frédéric
Garcia-Pelayo
|
6/1/2006*
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
11,000
|
39.96
|
Marcella
Cacci
|
NA
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
______________
*Represent
options to purchase ordinary shares of Inter Parfums, S.A. at the then current
market price of the Inter Parfums, S.A. ordinary shares
As
discussed above, commencing in 2006 we granted nonqualified stock options
with a
term of 6 years rather than the 5 years as had been done over the past several
years, because the option grants vest now ratably of a 5-year period on a
cumulative basis, so that the option will become fully exercisable at the
beginning of the sixth year from the date of grant.
In
addition, options were granted to purchase ordinary shares of Inter Parfums,
S.A. at the then current market price of the Inter Parfums, S.A. ordinary
shares. Such options vest after a four year period.
We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion
of
the option vesting; and 2. as options granted to employees are now required
to
be accounted as a compensation expense, the compensation expense to our company
is thereby lessened.
Outstanding
Equity Awards At Fiscal Year-End
The
following table sets certain information relating to outstanding equity awards
in our company held by the executive officers of our company listed in the
Summary Compensation Table as of the end of the past fiscal year.
OUTSTANDING
EQUITY AWARDS AT FISCAL
YEAR-END
|
|
Option
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Jean
Madar
|
50,000
|
|
-0-
|
8.025
|
12/19/07
|
|
50,000
|
|
-0-
|
23.050
|
12/30/08
|
|
50,000
|
|
-0-
|
15.390
|
12/09/09
|
|
50,000
|
|
-0-
|
14.950
|
04/19/10
|
|
|
40,000
|
-0-
|
19.655
|
12/14/12
|
|
|
|
|
|
|
Russell
Greenberg
|
18,000
|
|
-0-
|
8.025
|
12/19/07
|
|
18,000
|
|
-0-
|
23.050
|
12/30/08
|
|
25,000
|
|
-0-
|
15.390
|
12/09/09
|
|
25,000
|
|
-0-
|
14.950
|
04/19/10
|
|
|
25,000
|
-0-
|
19.655
|
12/14/12
|
|
|
|
|
|
|
Philippe
Benacin
|
50,000
|
|
-0-
|
8.025
|
12/19/07
|
|
50,000
|
|
-0-
|
23.050
|
12/30/08
|
|
50,000
|
|
-0-
|
15.390
|
12/09/09
|
|
50,000
|
|
-0-
|
14.950
|
04/19/10
|
|
|
40,000
|
-0-
|
19.655
|
12/14/12
|
|
|
|
|
|
|
Philippe
Santi
|
7,500
|
|
-0-
|
7.850
|
01/23/08
|
|
10,000
|
|
-0-
|
25.240
|
02/12/09
|
|
7,500
|
|
-0-
|
15.390
|
12/09/09
|
|
7,500
|
|
-0-
|
14.950
|
04/19/10
|
|
|
5,000
|
-0-
|
19.655
|
12/14/12
|
|
|
|
|
|
|
Frédéric
Garcia-Pelayo
|
5,000
|
5,000
|
-0-
|
19.655
|
12/14/12
|
|
|
|
|
|
|
Marcella
Cacci
|
-0-
|
-0-
|
-0-
|
NA
|
NA
|
As
discussed above, commencing in 2006 we granted nonqualified stock options with a
term of 6 years rather than the 5 years as had been done over the past several
years, because the option grants vest now ratably of a 5-year period on a
cumulative basis, so that the option will become fully exercisable at the
beginning of the sixth year from the date of grant.
We
believe that the vesting period of these options serves a dual purpose: 1.
executives will not receive any benefit if they leave prior to such portion
of
the option vesting; and 2. as options granted to employees are now required
to
be accounted as a compensation expense, the compensation expense to our company
is thereby lessened.
The
following table sets certain information relating to outstanding equity awards
granted by Inter Parfums, S.A. held by the executive officers of our company
listed in the Summary Compensation Table as of the end of the past fiscal
year.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
OF
INTER PARFUMS, S.A.
|
|
Option
Awards
|
|
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price (euros)
|
Option
Expiration
Date
|
Jean
Madar
|
|
12,100
|
18.30
|
08/26/09
|
|
|
16,940
|
26.70
|
03/25/10
|
|
|
12,100
|
25.00
|
05/26/11
|
|
|
11,000
|
31.80
|
06/01/12
|
|
|
|
|
|
Russell
Greenberg
|
3,082
|
|
13.80
|
03/24/07
|
|
3,297
|
|
19.30
|
04/26/08
|
|
2,662
|
|
11.10
|
08/26/09
|
|
|
1,089
|
18.30
|
08/26/09
|
|
|
968
|
26.70
|
03/25/10
|
|
|
1,210
|
25.00
|
05/26/11
|
|
|
880
|
31.80
|
06/01/12
|
|
|
|
|
|
Philippe
Benacin
|
5,013
|
|
11.10
|
08/26/09
|
|
|
12,100
|
18.30
|
08/26/09
|
|
|
16,940
|
26.70
|
03/25/10
|
|
|
12,100
|
25.00
|
05/26/11
|
|
|
11,000
|
31.80
|
06/01/12
|
|
|
|
|
|
Philippe
Santi
|
8,785
|
|
11.10
|
08/26/09
|
|
|
6,050
|
18.30
|
08/26/09
|
|
|
8,712
|
26.70
|
03/25/10
|
|
|
7,260
|
25.00
|
05/26/11
|
|
|
6,600
|
31.80
|
06/01/12
|
|
|
|
|
|
Frédéric
Garcia-Pelayo
|
4,226
|
|
19.30
|
04/26/08
|
|
8,785
|
|
11.10
|
08/26/09
|
|
|
6,050
|
18.30
|
08/26/09
|
|
|
8,712
|
26.70
|
03/25/10
|
|
|
7,260
|
25.00
|
05/26/11
|
|
|
11,000
|
31.80
|
06/01/12
|
|
|
|
|
|
Marcella
Cacci
|
24,200
|
|
25.00
|
05/26/11
|
Option
Exercises and Stock Vested
The
following table sets forth certain information relating to each option exercise
effected during the past fiscal year, and each vesting of stock, including
restricted stock, restricted stock units and similar instruments of our company
during the past fiscal year, for the executive officers of our company listed
in
the Summary Compensation Table.
OPTION
EXERCISES AND STOCK VESTED
|
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)1
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized
On
Vesting
($)
|
Jean
Madar2
|
50,000
|
654,000
|
-0-
|
-0-
|
Russell
Greenberg
|
18,000
|
235,000
|
-0-
|
-0-
|
Philippe
Benacin2
|
50,000
|
654,000
|
-0-
|
-0-
|
Philippe
Santi
|
-0-
|
-0-
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
-0-
|
-0-
|
-0-
|
-0-
|
Marcella
Cacci
|
-0-
|
-0-
|
-0-
|
-0-
|
[Footnotes
from table above]
_______________________________
1
|
Total
value realized on exercise of options in dollars is based upon
the
difference between the fair market value of the common stock on
the date
of exercise, and the exercise price of the option, or the fair
market
value of the net amount of shares received upon exercise of
options.
|
2
|
In
November 2006 both the Chief Executive Officer and the President
exercised
an aggregate of 100,000 outstanding stock options of the Company’s common
stock. The aggregate exercise prices of $0.8 million in 2006, were
paid by
them tendering to the Company in 2006 an aggregate of 37,278 of
the
Company’s common stock, previously owned by them, valued at fair market
value on the date of exercise. All shares issued pursuant to these
option
exercises were issued from treasury stock of the Company. In addition,
the
Chief Executive Officer tendered in 2006 an additional 7,840 shares,
respectively, for payment of certain withholding taxes resulting
from his
option exercise.
|
The
following table sets forth certain information relating to each option exercise
effected during the past fiscal year, and each vesting of stock, including
restricted stock, restricted stock units and similar instruments during the
past
fiscal year, of Inter Parfums, S.A., for the executive officers of our company
listed in the Summary Compensation Table.
OPTION
EXERCISES AND STOCK VESTED
|
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)1
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized
On
Vesting
($)
|
Jean
Madar
|
17,303
|
743,669
|
-0-
|
-0-
|
Jean
Madar
|
17,577
|
755,444
|
-0-
|
-0-
|
Jean
Madar
|
19,110
|
821,331
|
-0-
|
-0-
|
|
|
|
|
|
Russell
Greenberg
|
1,841
|
67,000
|
-0-
|
-0-
|
|
|
|
|
|
Philippe
Benacin
|
6,027
|
274,388
|
-0-
|
-0-
|
Philippe
Benacin
|
6,263
|
285,714
|
-0-
|
-0-
|
|
|
|
|
|
Philippe
Santi
|
4,000
|
181,970
|
-0-
|
-0-
|
Philippe
Santi
|
497
|
21,236
|
-0-
|
-0-
|
Philippe
Santi
|
4,729
|
202,595
|
-0-
|
-0-
|
|
|
|
|
|
Frédéric
Garcia-Pelayo
|
363
|
15,410
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
400
|
17,086
|
-0-
|
-0-
|
Frédéric
Garcia-Pelayo
|
5,000
|
227,463
|
-0-
|
-0-
|
|
Option
Awards
|
Stock
Awards
|
Name
|
Number
of Shares Acquired on Exercise
(#)
|
Value
Realized on Exercise
($)1
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized
On
Vesting
($)
|
Marcella
Cacci
|
-0-
|
-0-
|
5,000
|
217,000
|
[Footnotes
from table above]
_______________________________
1 |
Total
value realized on exercise of options in dollars is based upon
the
difference between the fair market value of the common stock on
the date
of exercise, and the exercise price of the
option.
|
Pension
Benefits
The
following table sets forth certain information relating to payment of benefits
following or in connection with retirement during the past fiscal year, for
the
executive officers of our company listed in the Summary Compensation Table.
PENSION
BENEFITS
Name
|
Plan
Name
|
Number
of Years Credited Service
(#)
|
Present
Value of Accumulated Benefit
($)
|
Payments
During Last Fiscal Year
($)
|
Jean
Madar
|
NA
|
NA
|
-0-
|
-0-
|
Russell
Greenberg
|
NA
|
NA
|
-0-
|
-0-
|
Philippe
Benacin
|
Inter
Parfums SA Pension Plan
|
NA
|
59,800
euros
|
8,797
|
Philippe
Santi
|
Inter
Parfums SA Pension Plan
|
NA
|
59,800
euros
|
8,797
|
Frédéric
Garcia-Pelayo
|
Inter
Parfums SA Pension Plan
|
NA
|
59,800
euros
|
8,797
|
Marcella
Cacci
|
NA
|
NA
|
-0-
|
-0-
|
Nonqualified
Deferred Compensation
We
do not
maintain any nonqualified deferred compensation plans.
Employment
Agreements
As
part
of our acquisition in 1991 of the controlling interest in Inter Parfums,
S.A.,
now a subsidiary, we entered into an employment agreement with Philippe Benacin.
The agreement provides that Mr. Benacin will be employed as Vice Chairman
of the
Board and President and Chief Executive Officer of Inter Parfums Holdings
and
its subsidiary, Inter Parfums. The initial term expired on September 2, 1992,
and has subsequently been automatically renewed for additional annual periods.
The agreement provides for automatic annual renewal terms, unless either
party
terminates the agreement upon 120 days notice. For 2007 Mr. Benacin presently
receives an annual salary of $240,000, plus annual lodging expenses of
approximately $75,000 and automobile expenses of approximately $9,000, which
are
subject to increase in the discretion of the Board of Directors. The agreement
also provides for indemnification and a covenant not to compete for one year
after termination of employment.
In
February 2005 we entered into an employment agreement with Marcella Cacci
to
act as
the President of Burberry Fragrances, a division of Inter
Parfums, S.A. for a three year period. Her salary is $400,000, which is subject
to adjustment for currency fluctuations under certain circumstances. She
is also
entitled to annual bonuses of $125,000 if Burberry Fragrances reaches certain
sales targets, and another $125,000 if Burberry Fragrances achieves a specified
target based upon earnings of Burberry
Fragrances
before
interest and taxes.
Under
the
terms of such employment agreement, Ms. Cacci also received the following
benefits:
|
·
|
Stock
Options: Options to purchase 20,000 ordinary shares of Inter Parfums
S.A.’s common stock at a purchase price equal to the fair market value
of
the shares at the time of the grant, vesting 1/3 each year for
three
years.
|
|
·
|
One
Time Issuance of Restricted Shares: Issuance of 5,000 ordinary
shares of
Inter Parfums S.A. vesting 1/3 each year for three years.
|
The
Corporation terminated Marcella Cacci without cause, effective June 30, 2006.
Upon such termination of the employment agreement by us without cause, we
are
obligated to pay Ms. Cacci 0.75 times her annual salary, bonus and benefits.
In
addition, if Burberry Fragrances reaches certain milestones during the year
of
termination, then she would be entitled to a pro-rated bonus for such year
based
upon the number of days of her employment. Finally, as the result of termination
without cause, all vesting restrictions on the option grant and restricted
shares have lapsed and become fully vested. In December 2006 we paid Ms.
Cacci
her severance pay and severance bonus of $293,750, $217,000 in lieu of the
issuance of restricted shares of Inter Parfums SA, as well her housing allowance
of $48,000 throughout 2006.
Compensation
of Directors
The
following table sets forth certain information relating to the compensation
for
each of our directors who is not an executive officer of our Company named
in
the Summary Compensation Table for the past fiscal year.
|
|
|
DIRECTOR
COMPENSATION
|
|
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
($)9
|
Total
($)
|
Francois
Heilbronn1
|
6,000
|
-0-
|
6,300
|
-0-
|
-0-
|
23,285
|
35,585
|
|
|
|
|
|
|
|
|
Joseph
A. Caccamo 2
|
4,000
|
-0-
|
25,200
|
-0-
|
-0-
|
47,920
|
77,12010
|
|
|
|
|
|
|
|
|
Jean
Levy3
|
5,000
|
-0-
|
6,300
|
-0-
|
-0-
|
12,535
|
23,835
|
|
|
|
|
|
|
|
|
Robert
Bensoussan-
Torres4
|
5,000
|
-0-
|
6,300
|
-0-
|
-0-
|
12,535
|
23,835
|
|
|
|
|
|
|
|
|
Jean
Cailliau5
|
4,000
|
-0-
|
6,300
|
-0-
|
-0-
|
13,066
|
23,366
|
|
|
|
|
|
|
|
|
Serge
Rosinoer6
|
3,000
|
-0-
|
6,300
|
-0-
|
-0-
|
-0-
|
9,300
|
|
|
|
|
|
|
|
|
Patrick
Choël7
|
13,054
|
-0-
|
9,500
|
-0-
|
-0-
|
-0-
|
24,554
|
|
|
|
|
|
|
|
|
Daniel
Piette8
|
-0-
|
-0-
|
6,300
|
-0-
|
-0-
|
18,221
|
24,521
|
_______________
1.
|
As
of the end of the last fiscal year, Mr. Heilbronn held options
to purchase
an aggregate of 4,000 shares of our common
stock.
|
2.
|
As
of the end of the last fiscal year, Mr. Caccamo held options to
purchase
an aggregate of 12,000 shares of our common stock, 8,000 of which
are held
as nominee for his present firm and 4,000 of which are held as
nominee for
his former employer. Mr. Caccamo disclaims beneficial ownership
of such
options.
|
3.
|
As
of the end of the last fiscal year, Mr. Levy held options to purchase
an
aggregate of 4,000 shares of our common
stock.
|
4.
|
As
of the end of the last fiscal year, Mr. Bensoussan-Torres held
options to
purchase an aggregate of 4,000 shares of our common
stock.
|
5.
|
As
of the end of the last fiscal year, Mr. Cailliau held options to
purchase
an aggregate of 4,000 shares of our common
stock.
|
6.
|
As
of the end of the last fiscal year, Mr. Rosinoer held options to
purchase
an aggregate of 5,000 shares of our common
stock.
|
7.
|
As
of the end of the last fiscal year, Mr. Choël held options to purchase an
aggregate of 2,000 shares of our common stock. Mr Choël replaced Mr.
Piette in June 2006.
|
8.
|
Mr.
Piette stepped down from the board of directors in June 2006 and
as of the
end of the last fiscal year, Mr. Piette did not hold any options
to
purchase shares of our common
stock.
|
9.
|
Represents
the difference between the exercise price of the option and the
fair
market value of the underlying common stock on the date of exercise.
Mr.
Caccamo disclaims beneficial ownership of the option and the proceeds
thereof.
|
10.
|
Does
not include $137,000 paid for legal fees and expenses to Mr. Caccamo’s law
firm.
|
Throughout
2006, all nonemployee directors received $1,000 for each board meeting at
which
they participate. Mr. Caccamo’s board fees were paid to his law firm. Commencing
in January 2007, all nonemployee directors are to receive $2,000 for each
board
meeting at which they participate. In addition, all members of the Audit
Committee receive an additional annual fee of $2,000 on January 1 of each
year
in which they serve on the Audit Committee, which was increased to $4,000,
commencing in January 2007.
We
maintain stock option plans for our nonemployee directors. The purpose of
these
plans is to assist us in attracting and retaining key directors who are
responsible for continuing the growth and success of our Company. Under such
plans, options to purchase 1,000 shares are granted on each February 1st
to all
nonemployee directors for as long as each is a nonemployee director on such
date
except for Joseph A. Caccamo, who is granted options to purchase 4,000 shares.
Options to purchase 2,000 shares are granted to each nonemployee director
upon
his initial election or appointment to our board.
On
February 1, 2007, options to purchase 1,000 shares were granted to each of
Francois Heilbronn, Jean Levy, Robert Bensoussan-Torres, Jean Cailliau and
Patrick Choël, an option to purchase 500 shares was granted to Serge Rosinoer
and an option to purchase 4,000 shares was granted to Joseph A. Caccamo,
all at
the exercise price of $19.845 per share under the 2004 plan. Such option
vest
ratably over a 4 year period. The options held by Mr. Caccamo are held as
nominee for his law firm.
Equity
Compensation Plan Information
The
following table sets forth certain information as of the end of our last
fiscal
year regarding all equity compensation plans that provide for the award of
equity securities or the grant of options, warrants or rights to purchase
our
equity securities.
Equity
Compensation Plan Information
Plan
category
|
Number
of
securities
to
be
issued
upon
exercise
of
outstanding
options,
warrants
and
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and
rights
|
Number
of securities
remaining
available
for
future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in
column
(a))
|
Equity
compensation plans approved by security holders
|
867,600
|
16.53
|
874,429
|
Equity
compensation plans not approved by security holders
|
-0-
|
N/A
|
-0-
|
Total
|
867,600
|
16.53
|
874,429
|
Certain
Relationships And Related Transactions
Transactions
with French Subsidiaries
In
connection with the acquisitions by our subsidiary, Inter Parfums, S.A.,
of the
world-wide rights under the Burberry license agreement and the Paul Smith
license agreement, we guaranteed the obligations of Inter Parfums, S.A. under
the Burberry and Paul Smith license agreements. In addition, Inter Parfums,
S.A.
has agreed to reimburse us for all of our obligations that we incur under
an
employment agreement with a senior executive.
Option
Exercise Paid With Tender of Shares
In
November 2006 both the Chief Executive Officer and the President exercised
an
aggregate of 100,000 outstanding stock options of the Company’s common stock.
The aggregate exercise prices of $0.8 million in 2006, were paid by them
tendering to the Company in 2006 an aggregate of 37,278 of the Company’s common
stock, previously owned by them, valued at fair market value on the date
of
exercise. All shares issued pursuant to these option exercises were issued
from
treasury stock of the Company. In addition, the Chief Executive Officer tendered
in 2006 an additional 7,840 shares, respectively, for payment of certain
withholding taxes resulting from his option exercise.
Remuneration
of Counsel
Joseph
A.
Caccamo, a director, is a shareholder of the law firm of GrayRobinson, P.A.,
our
general counsel. During 2006, we paid GrayRobinson, P.A. $137,000 for their
services and reimbursement of disbursements incurred on our behalf.
On
February 1, 2007, an option to purchase 4,000 shares was granted to Joseph
A.
Caccamo, all at the exercise price of $19.845 per share under the 2004 plan.
Such option vests ratably over a 4 year period. The options held by Mr. Caccamo
are held as nominee for his law firm.
Procedures
for Approval of Related Person Transactions
Transactions
between related persons, such as between an executive officer or director
and
our company, or any company or person controlled by such officer or director,
are required to be approved by our Audit Committee of our Board of Directors.
Our Audit Committee Charter contains such explicit authority, as required
by the
applicable rules of The Nasdaq Stock Market.
AUDIT
COMMITTEE REPORT
The
Audit
Committee has the sole authority and is directly responsible for, the
appointment, compensation and oversight of the work of the independent
accountants employed by the Company which prepare or issue an audit report
for
the Company. During fiscal year ended December 31, 2006, the Audit Committee
consisted of Messrs. Heilbronn, Levy and Choël (who replaced Mr.
Bensoussan-Torres in June 2006).
The
Audit
Committee does not have a member who is an “Audit Committee Financial Expert” as
such term is defined under the applicable rules and regulations. However,
as the
result of the background, education and experience of the members of the
Audit
Committee, the Board of Directors believes that such committee members are
fully
qualified to fulfill their obligations as members of the Audit Committee.
Management
is responsible for our company’s internal controls and our financial reporting
process. The independent registered public accounting firm we employ, Mazars,
LLP, is responsible for performing an independent audit of our consolidated
financial statements in accordance with generally accepted auditing standards
and to issue a report thereon, as well as, issuing its report on its audit
of
our management’s assessment of our internal control over financial reporting..
The Audit Committee’s responsibility is to monitor and oversee these
processes.
In
this
context, the Audit Committee has met and held discussions with management
and
our independent registered public accounting firm. Management represented
to the
Audit Committee that our consolidated financial statements were prepared
in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements
with
management and the independent registered public accounting firm. In addition,
Mazars LLP discussed with the Audit Committee the results of its audit on
management’s assessment of internal controls over financial reporting. The Audit
Committee also discussed with Mazars LLP matters required to be discussed
by
Statement on Auditing Standards No. 61 (Communication with Audit
Committees).
Mazars
LLP also provided to the Audit Committee the written disclosures required
by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit
Committees) and the Audit Committee discussed with Mazars LLP that firm’s
independence.
Based
upon the Audit Committee’s discussions with management and Mazars LLP and the
Audit Committee’s review of the representations of management and the report of
Mazars LLP to the Audit Committee, the Audit Committee recommended that our
board of directors include the audited consolidated financial statements
and
management’s report on internal control over financial reporting, together with
the attestation report of Mazars LLP in our Annual Report on Form 10-K for
the
year ended December 31, 2006 filed with the Securities and Exchange Commission.
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Francois
Heilbronn, Chairman
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Jean
Levy
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Patrick
Choël
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INDEPENDENT
ACCOUNTANTS
General
We
are
not submitting the selection of auditors to a vote of our shareholders’ as
shareholder approval is not required under Delaware law. A representative
of
Mazars LLP is expected to be present at the annual meeting with the opportunity
to make a statement if he desires to do so, and is expected to be available
to
respond to appropriate questions.
On
October 15, 2004 Mazars LLP was engaged as the principal accountants to audit
the financial statements of Inter Parfums, Inc. The decision to engage
Mazars LLP was approved by our audit committee.
Fees
The
following sets forth the fees billed to us by Mazars LLP, as well as discusses
the services provided for the past two fiscal years, fiscal years ended December
31, 2005 and December 31, 2006.
Audit
Fees
During
2005 the fees billed by Mazars LLP and its affiliate, Mazars S.A. for audit
services and review of the financial statements contained in our Quarterly
Reports on Form 10-Q were $509,500. During 2006 the fees billed by Mazars
LLP
and its affiliate, Mazars S.A. for audit services and review of the financial
statements contained in our Quarterly Reports on Form 10-Q were
$588,000.
Audit-Related
Fees
Mazars
billed us $11,000 for audit related fees during 2005 and $22,000 during 2006.
Tax
Fees
Mazars
LLP did not bill us for tax services during 2005 or 2006.
All
Other Fees
Mazars
LLP did not bill us for any other services during 2005 or 2006.
Audit
Committee Pre Approval Policies and Procedures
The
Audit
Committee has the sole authority for the appointment, compensation and oversight
of the work of our independent accountants, who prepare or issue an audit
report
for us.
During
the first quarter of 2007, the audit committee authorized the following
non-audit services to be performed by Mazars LLP.
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·
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We
authorized the engagement of Mazars LLP if deemed necessary to
provide tax
consultation in the ordinary course of business for fiscal year
ended
December 31, 2007.
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·
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We
authorized the engagement of Mazars LLP if deemed necessary to
provide tax
consultation as may be required on a project by project basis that
would
not be considered in the ordinary course of business, of up to
a $5,000
fee limit per project, subject to an aggregate fee limit of $25,000
for
fiscal year ending December 31, 2007. If we require further tax
services
from Mazars LLP, then the approval of the audit committee must
be
obtained.
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·
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If
we require other services by Mazars LLP on an expedited basis such
that
obtaining pre-approval of the audit committee is not practicable,
then the
Chairman of the Committee has authority to grant the required
pre-approvals for all such services.
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·
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None
of the non-audit services of either of the Company’s auditors had the
pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C)
of Regulation S-X.
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SHAREHOLDERS’
PROPOSALS
Proposals
of shareholders intended to be presented at the 2008 annual meeting of
shareholders must be received in writing by the Secretary of our company
at our
principal offices in New York City, by March 24, 2008, in order to be considered
for inclusion in our proxy statement relating to that meeting.
If
a
shareholder intends to make a proposal at the 2008 Annual Meeting, such
shareholder must have given timely notice thereof in proper written form
to the
Secretary of our company, in compliance with Section 8 of Article II of our
By-Laws. To be timely, a shareholder’s notice to the Secretary must be delivered
to or mailed and received at our principal executive office in New York,
not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of shareholders
i.e.,
between
April 25, 2008 and May 25, 2008; however,
that in
the event that the annual meeting is called for a date that is not within
thirty
(30) days before or after such anniversary date, notice by the shareholder
in
order to be timely must be so received not later than the close of business
on
the tenth (10th) day following the day on which such notice of the date of
the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs.
To
be in
proper written form, a shareholder’s notice to the Secretary must set forth as
to each matter such shareholder proposes to bring before the annual meeting
(a)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(b)
the name and record address of such shareholder, (c) the class or series
and
number of shares of our capital stock which are owned-beneficially or of
record
by such shareholder, (d) a description of all arrangements or understandings
between such shareholder and any other person or persons (including their
names)
in connection with the proposal of such business by such shareholder and
any
material interest of such shareholder in such business and (e) a representation
that such shareholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
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By
Order of our board of directors
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Michelle
Habert, Secretary
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