Glengate Apparel Inc · DEF 14A · For 9/30/96

Filed On 1/27/97   ·   SEC File 33-72880-NY   ·   Accession Number 916394-97-1

Definitive Proxy Solicitation Material   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Proxy Statement                                        8±    38K 

Sponsored Ads...

GLENGATE APPAREL, INC.    

207 Sheffield Street
Mountainside, New Jersey 07092
------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 1997
------------------------------

To the Shareholders of GLENGATE APPAREL, INC.                                   

                  NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of GlenGate Apparel,  Inc. (the "Company") will be held on Friday,  February 14,
1997 at 9:30 A.M. at 207 Sheffield Street,  Mountainside,  New Jersey 07092, for
the following purposes:                                                         

     1.       To elect three directors of the Company;

                2.       To ratify the selection of BDO Seidman,  LLP as the
Company's  independent  auditors for the fiscal year ending September 30, 1997; 
and                                                                             

                  3.       To  transact  such  other  business  as may  properly
come  before  the  meeting or any adjournment or adjournments thereof.          

                  Only  shareholders  of  record  at the  close of  business  on
January 3, 1997 are  entitled to notice of and to vote at the Annual  Meeting or
any adjournments thereof.                                                       

                                              By Order of the Board of Directors

                                                                George J. Gatesy
                                                President, Chairman of the Board

January 16, 1997                                                                

--------------------------------------------------------------------------------

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:                              

PLEASE FILL IN, DATE,  SIGN AND RETURN THE  ENCLOSED  PROXY CARD IN THE ENVELOPE
PROVIDED  FOR THAT  PURPOSE,  WHICH  REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES,  THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE,  AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH,  REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.                              
--------------------------------------------------------------------------------

GLENGATE APPAREL, INC.
207 Sheffield Street
Mountainside, New Jersey 07092
Telephone No. (908) 518-0006

 PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 14, 1997

                  This proxy  statement  is  furnished  in  connection  with the
solicitation of proxies by the Board of Directors of GlenGate Apparel, Inc. (the
"Company") for use at the Annual Meeting of  Shareholders to be held on February
14, 1997,  including any adjournment or adjournments  thereof,  for the purposes
set forth in the accompanying Notice of Meeting.                                

                  Management  intends  to  mail  this  proxy  statement  and the
accompanying form of proxy to shareholders on or about January 16, 1997.        

                  The costs of soliciting  proxies will be borne by the Company.
In addition to solicitation by mail,  directors,  officers and regular employees
of the Company (who will not  specifically be compensated for such services) may
solicit  proxies  by  telephone  or  otherwise.  Arrangements  will be made with
brokerage  houses and other  custodians,  nominees  and  fiduciaries  to forward
proxies and proxy material to their  principals,  and the Company will reimburse
them for their expenses.                                                        

                  Proxies in the  accompanying  form, duly executed and returned
to the Company and not revoked,  will be voted at the Annual Meeting.  Any proxy
given  pursuant to such  solicitation  may be revoked by the  shareholder at any
time prior to the voting of the proxy by a subsequently  dated proxy, by written
notification to the Secretary of the Company,  or by personally  withdrawing the
proxy at the meeting and voting in person.                                      

 OUTSTANDING STOCK

                  Only  shareholders  of  record  at the  close of  business  on
January 3, 1997 (the "Record Date") are entitled to notice of any to vote at the
Annual  Meeting.  As of the  Record  Date,  there were  issued  and  outstanding
8,113,932  shares of the Company's  Common Stock, par value $.001 per share (the
"Common  Stock"),  the  Company's  only class of voting  securities.  Each share
entitles the holder to one vote on each matter submitted to a vote at the Annual
Meeting.                                                                        

 VOTING PROCEDURES

                  The  directors  will be elected by the  affirmative  vote of a
plurality  of the shares of Common  Stock  present in person or  represented  by
proxy at the Annual Meeting,  provided a quorum exists. All other matters in the
Annual Meeting will be decided by a majority of the votes cast by the holders of
shares of Common Stock present in person or  represented  by proxy at the Annual
Meeting, provided a quorum exists. Votes will be counted and certified by one or
more  Inspectors  of Election.  A quorum will exist at the Annual  Meeting if at
least a majority of the outstanding shares of Common Stock as of the Record Date
are present in person or represented  by proxy.  The Board of Directors does not
know of any matters,  other than the matters  described in this Proxy Statement,
which are expected to be represented for consideration at the Annual Meeting. If
any other  matters are  properly  presented at the Annual  Meeting,  the persons
named  in the  Proxy  will  have  the  discretion  to vote on  such  matters  in
accordance with their best judgment.                                            

                  "Votes  cast" at a meeting of  shareholders  by the holders of
shares  entitled  to vote are  determinative  of the outcome of the matter to be
voted  on;  failures  to vote,  broker  non-votes  and  abstentions  will not be
considered  "votes cast." The enclosed  proxies will be voted in accordance with
the instructions  thereon.  Unless otherwise stated,  all shares  represented by
such proxy will be voted as instructed. Proxies may be revoked as noted above.  

 ELECTION OF DIRECTORS

                  Directors are elected  annually by the  shareholders.  At this
year's Annual Meeting of  Shareholders,  three directors will be elected to hold
office  for a  three-year  term  ending  in 1999 or until a  director's  earlier
resignation  or removal.  The Board of  Directors  of the Company  does not have
standing audit, nominating or compensation committees,  or committees performing
similar functions.                                                              

                  At this year's  Annual  Meeting of  Shareholders,  the proxies
granted by shareholders will be voted individually for the election as directors
of the  Company of the persons  listed  below for the term ending on the date of
the annual  meeting of  shareholders  of the Company in the year opposite  their
names unless a proxy  specifies that it is not to be voted in favor of a nominee
for director.  In the event any of the nominees  listed below shall be unable to
serve,  it is intended  that the proxy will be voted for such other  nominees as
are  designated by the Board of  Directors.  Each of the persons named below has
indicated  to the Board of Directors of the Company that he will be available to
serve.                                                                          

                                                                · Download Table


                                 Term To                    First Became
Nominee and Age                   Expire                      Director  
                                                                        

Peter J. Kostis, 49               2000                     November 1993
Martin D. Koffman, 36             1998                     October 1996 
Jeffrey P. Koffman, 31            1999                     October 1996 

Information concerning the nominees and continuing directors is set forth below:

GEORGE J. GATESY age 44, Director since November 1993                           

     George J.  Gatesy,  President  and  Chairman  of the Board of the  Company,
received a Bachelor of Arts  Degree  from  Farleigh  Dickinson  University.  Mr.
Gatesy  served from 1975 to 1978 with the  MacGregor  Brunswick  Golf Company as
sales agent and sales  representative.  From 1978 to 1984 Mr. Gatesy served as a
field  representative  for Etonic,  Inc. While with Etonic,  Mr. Gatesy received
Etonic's President's Award in years 1981 and 1982. This award was for surpassing
the $1,000,000  sales mark in each year. In 1984 Mr. Gatesy joined the EJ Manley
Company  (Aureus  Ltd.)  as  an  independent  golf  sales  representative.   For
increasing his territory's sales volume from $450,000 to $2,400,000,  Mr. Gatesy
was awarded  the Aureus  Salesman  of the Year award  during the selling  season
1988/1989. In the Spring of 1990, Mr. Gatesy became Polo/Ralph Lauren's National
Sales  Manager.  In 1991 he was  promoted to Vice  President of Sales with total
responsibility for all segments of the golf division.                           

PETER J. KOSTIS age 49, Director since November 1993                            

     Peter J. Kostis, is a world renowned golf instructor having taught over 125
PGA Tour  Players.  He is a  television  analyst  for CBS for CBS Sports and USA
Network.  Mr, Kostis is a professional panel member for Golf Digest magazine and
currently is a director of The Kostis/McCord  Golf School at Grayhawk Golf Club,
Scottsdale,  Arizona.  He has  appeared  seven times on the cover of Golf Digest
Magazine and is the author of Inside Path to Better Golf.                       

ROBERT J. MUNCH age 44, Director since February 1996                            

     Robert J. Munch,  is a Senior Vice President of the Canadian  Imperial Bank
of Commerce  (CIBC) Managing  Director,  Global Energy,  CIBC Wood Gundy,  and a
member of CIBC  Wood  Gundy's  Management  Group.  Mr.  Munch is a member of the
Canadian Society of New York and has served on the Board of Governors and on the
faculty of the American Institute of Banking.                                   

MARTIN D. KOFFMAN age 36, Director since October 1996                           

     Martin D. Koffman is a Director and President of The Koffman Group, Inc., a
diversified investment firm. Mr. Koffman worked as a tax specialist with Coopers
& Lybrand in 1984. In 1986 Mr.  Koffman became  associated  with the law firm of
Squadron,  Ellenoff,  Plesent &  Lehrer.  Since  1990,  Mr.  Koffman  has been a
principal of Jomar Management Corp., a diversified holding company.  Mr. Koffman
is the cousin of Jeffrey P. Koffman.                                            

JEFFREY P. KOFFMAN age 31, Director since October 1996                          

     Jeffrey P. Koffman is President of Apparel America, Inc., a manufacturer of
women's swimwear and apparel. He is also a Director and Treasurer of The Koffman
Group, Inc., a diversified investment company. Mr. Koffman served as a financial
analyst with Security  Pacific from 1987 to 1989. In 1989,  Mr.  Koffman  became
Vice  President of Pilgrim  Industries  and in 1990,  he became the President of
that company.  From 1994 to the present,  Mr. Koffman has served in an executive
capacity with Tech  Aerofoam  Products.  Mr.  Koffman is the cousin of Martin D.
Koffman.                                                                        

                  During the fiscal year ended  September 30, 1996, the Board of
Directors  held two meetings at which all of the Directors were present and also
took action by unanimous  written  consent of the directors in lieu of meetings.
There are no standing committees of the Board of Directors of the Company.      

Compensation of Directors                                                       

                  Directors  are  reimbursed  for  all  out-of-pocket   expenses
incurred in attending  Board Meetings and are eligible to receive  options under
the Company's 1994 Stock Option Plan, subject to the terms thereof.             

                  The Company  borrowed a total of $190,000  from certain of its
directors  in April of 1996.  The  loans  bear  interest  at a rate per annum of
1-1/2% over prime and mature on April 15, 1997. The notes are subordinate to all
creditors of the Company.                                                       

EXECUTIVE COMPENSATION

Executive Officers

             In addition to Mr. George J. Gatesy,  the Company's other
executive officer is Mr. Peter Culbertson, COO/CFO and Secretary-Treasurer.  Mr.
Culbertson  commenced  employment  with the  Company on  January  6,  1997.  Mr.
Culbertson was formerly Senior Vice President of Woolrich, Inc. and President of
Leslie Fay Sportswear,  New York, New York. Officers are elected annually by the
Board of Directors and serve at the discretion of the Board.                    
                  Information  regarding  compensation of the Company's officers
is set forth below.                                                             

   Summary Compensation Table(s)

                                                                · Download Table


Name and                                                             Other    
Principal                                                          Annual Com-
Position          Year              Salary      Bonus(s)          pensation($)
                                                                              

George Gatesy     1996             $148,000      - 0 -               - 0 -    
President         1995             $165,000      - 0 -              $5,550(1) 

Richard                                                                       
Martinelli(2)     1996             $133,000      - 0 -               - 0 -    
Chief Operat-     1995             $ 42,000      - 0 -               - 0 -    
ing Officer                                                                   

Norman                                                                        
Britman(3)        1996             $103,000      - 0 -               - 0 -    
Secretary,        1995             $110,000      - 0 -               - 0 -    
Treasurer                                                                     

Peter             1996               - 0 -       - 0 -               - 0 -    
Culbertson(4)                                                                 
COO/CFO and                                                                   
  Secretary-Treasurer                                                         

(1)  Consists of medical insurance premium reimbursement.                       

(2) Mr. Martinelli's employment with the Company terminated on December 31,1996 

(3) Mr. Britman's employment with the Company terminated on January 3, 1997.    

(4) Mr. Culbertson commenced employment with the Company on January 6, 1997.    

 Option Grants in Last Fiscal Year

                                                                · Download Table


              Number of         % of Total                                
              Securities        Options             Exercise              
              Underlying        Granted             or Base               
              Options           to Employees        Price       Expiration
Name          Granted (#)       in Fiscal Year      ($/Sh.)        Date   
                                                                          

George         12,500              62.5%             1.25        12/31/04 
Gatesy                                                                    

Norman          7,500              37.5%             1.25        12/31/04 
Britman                                                                   

FY-End Option Values

Number of                     
              Securities                          Value of
                 Underlying                          Unexercised
                  Unexercised                         in-the-Money
             Options                             Options
                  at FY-End(#)                        at FY-End($)

                  Exercisable/                        Exercisable/
Name                     Unexercisable                       Unexercisable      

George Gatesy             12,500/0                              None            

Norman Britman           132,500/0                              None            

                  The Company does not have employment contracts with any of its
executives.  The salaries of the Company's  executives are reviewed  annually at
the  discretion of the Board of Directors.  The Company is the  beneficiary of a
$5,000,000 Key Man Life Insurance policy on the life of Mr. Gatesy.             

VOTING SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The following  table sets forth certain  information as of the
Record Date,  based on information  obtained from the persons named below,  with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock, (ii) the Named Executives, (iii) each of the
Company's directors and (iv) all executive officers and directors as a group:   

                                                                · Download Table


                                                            % of    
                                Number of                Outstanding
Name of Shareholder             of Shares                  Shares   
                                                                    

George J. Gatesy                2,195,000                  27.05%   
Norman Britman                     60,000                    *      
Peter Culbertson                    - 0 -                    0      
Martin Koffman                      - 0 -                    0      
Jeffrey Koffman                     - 0 -                    0      
Peter J. Kostis                   506,000                   6.24%   
Richard J. Martinelli             500,000                   6.16%   
Robert J. Munch                     6,000                    *      
The Koffman Group, Inc.         1,360,000                   16.59%  

All Executive Officers          3,267,000                   40.20%  
and nominated directors                                             
as a group (7 persons)                                              

*Less than 1%                                                       

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                  BDO Seidman,  LLP has audited and reported  upon the financial
statements of the Company for the fiscal years ended  September  30, 1994,  1995
and 1996.  BDO  Seidman,  LLP has been  selected  by the Board of  Directors  to
examine and report upon the  financial  statements of the Company for the fiscal
year ending  September  30,  1997.  The Board of Directors  recommends  that the
shareholders  of the Company  ratify such  selection.  A  representative  of BDO
Seidman,  LLP  is  expected  to be  present  at  the  Annual  Meeting  with  the
opportunity to make a statement if he or she desires to do so and is expected to
be available to respond to appropriate questions.                               

 SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

                  Shareholders  who wish to present  proposals  appropriate  for
consideration  at the Company's 1997 Annual Meeting of Shareholders  must submit
the proposal in proper form to the Company at its address set forth on the first
page of this Proxy  Statement not later than September 15, 1997 in order for the
proposition to be considered for inclusion in the Company's  proxy statement and
form of proxy relating to such annual meeting.  Any such  proposals,  as well as
any  questions  related  thereto,  should be  directed to the  Secretary  of the
Company.                                                                        

                                          By order of the Board of Directors

                        George J. Gatesy
                                           Chairman of the Board and President

              GLENGATE APPAREL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR                 
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 14, 1997              

                  The undersigned hereby appoints George J. Gatesy and Robert J.
Munch and each of them, as the true and lawful attorneys,  agents and proxies of
the undersigned,  with full power of substitution,  to represent and to vote all
shares  of  Common  Stock  of  GlenGate  Apparel,  Inc.  held of  record  by the
undersigned on January 3, 1997, at the Annual Meeting of Stockholders to be held
on Friday, February 14, 1997 at 9:30 A.M. at 207 Sheffield Street, Mountainside,
New Jersey 07092, and at any and all adjournments  thereof.  Any and all proxies
heretofore given are hereby revoked.                                            

WHEN  PROPERLY  EXECUTED,  THIS  PROXY  WILL  BE  VOTED  AS  DESIGNATED  BY  THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN ITEM 1 AND FOR PROPOSAL NUMBER 2.                                     

1.       Election of                WITHHOLD         (INSTRUCTION: To withhold  
       Directors FOR              AUTHORITY        authority to vote for any
        all nominees               to vote for      individual nominee, strike
         listed below               all nominees     a line through or otherwise
      (except as marked list     below            strike nominee's name in
to the contrary                             the list below)   
below)                                                        

----                       ----                               

PETER J. KOSTIS, MARTIN KOFFMAN and JEFFREY KOFFMAN                             

2.       Proposal to Ratify the  Selection  of BDO  Seidman,  LLP as the        
Company's  Independent  Auditors  for the Fiscal Year Ending September 30, 1997.

       ____ FOR                  ____ AGAINST               ____ ABSTAIN

(Continued and to be dated and signed on reverse side.)       

In their discretion, the Proxies are authorized to vote upon such other business
that may properly come before the meeting.                                      

                             Dated:_________________, 1997

                             -------------------------------
                             Signature

                             -------------------------------
                             Signature

                                                  IMPORTANT: Please sign exactly
                                                     as name appears below. Each
                                                         joint owner shall sign.
                                                      Executors, administrators,
                                                 trustees, etc. should give full
                                                   title as such. If signor is a
                                                   corporation, please give full
                                                          corporate name by duly
                                                        authorized officer. If a
                                                     partnership, please sign in
                                                  partnership name by authorized
                                                                         person.

Dates Referenced Herein   and   Documents Incorporated By Reference

This DEF 14A Filing		Date		Other Filings
		9/30/94
		9/30/95
For The Period Ended		9/30/96		10KSB, 10KSB/A
		1/3/97
		1/6/97
		1/16/97
Filed On / Filed As Of		1/27/97
		2/14/97		10QSB
		4/15/97
		9/15/97
		9/30/97		10KSB, 10KSB/A, DEF 14A
Top				List All Filings