CA710KA6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File Number
November 30, 1995 2-85538-B
CCA INDUSTRIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 04-2795439
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Murray Hill Parkway, East Rutherford, New Jersey 07073
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(Address of principal executive offices, including zip code)
(201) 330 1400
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: NONE
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock par value $.01 per share
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(Title of Class)
Class A Common Stock par value $.01 per share
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(Title of Class)
Indicate by check mark whether the Registrant (1) as filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes X. No ______.
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Item 11. EXECUTIVE COMPENSATION
The following table summarizes compensation earned in 1995, 1994 and 1993 by the
Chief Executive Officer and all other executive officers (the "named officers")
who were paid as much as $100,000 in 1995.
Annual Compensation Long-Term Compensation
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Number
of Other
Shares Long-
All Covered Term
Other by Com-
Name and Annual Stock pen-
Principal Compen- Options sa-
Position Year Salary Bonus sation(1) Granted(2) tion
- -------- ---- ------ ----- --------- ---------- -------
David Edell, 1995 $318,000 $63,600 $18,456 -- 0
President and 1994 300,000 185,990 13,571 -- 0
Chief Executive 1993 250,000 100,000 12,990 -- 0
Officer
Ira W. Berman, 1995 318,000(3) 63,600 17,096 -- 0
Secretary 1994 300,000(3) 185,990 11,609 -- 0
and Executive 1993 250,000(3) 100,000 12,550 -- 0
Vice President
Dunnan Edell, 1995 175,000 3,365 13,440 -- 0
Executive 1994 175,000 50,000 9,498 25,000 0
Vice President 1993 141,000 85,000 4,400 -- 0
- - Sales
Drew Edell, 1995 98,000 1,885 2,925 -- 0
Vice President- 1994 98,000 30,000 1,973 25,000 0
Maunfacturing 1993 100,000 25,000 1,600 -- 0
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(1) Includes the personal-use value of Company-leased automobiles, and the value
of Company-provided health insurance that is made available to all employees,
plus directors fees.
(2) In 1984, the Company's Board of Directors authorized, and the shareholders
approved, the adoption of a stock option plan covering 1,500,000 shares of
Common Stock. In 1986, an
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additional 1,500,000 'stock option shares' were so authorized and approved. In
1994 the Board of Directors authorized, and the shareholders approved the
company's 1994 Stock Option Plan covering 1,000,000 shares of the Company's
Common Stock.
(3) Includes $99,396 paid to Mr. Berman's New York City law firm for legal
services.
ii. 1995 Option Grants, Fiscal Year Option Exercises,
Year-End Option Valuation, Option Repricing
Fiscal 1995 Option Grants
-------------------------
No options were granted or issued to named officers in the fiscal year ended
November 30, 1995. The next table identifies 1995 fiscal-year option exercises
by named officers,and reports a valuation of their options.
Fiscal 1994 Aggregated Option Exercises
and November 30, 1995 Option Values
-----------------------------------
Number of Value of
Number of Shares Covered Unexercised
Shares by Unexecrised In-the-Money
Acquired Value Options at Options at
on Exercise Relaized Nov. 30, 1995 Nov. 30, 1995(1)
------------ -------- --------------- -----------------
David Edell -- $ -- 597,500 $ 513,406
Ira W. Berman -- -- 592,000 508,250
Dunnan Edell 700 1,533 73,600 50,433
Drew Edell -- -- 75,000 51,875
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(1) Represents the difference between market price and the respective exercise
prices of options at November 30, 1995.
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Repriced Options
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The following table identifies the stock options held by the named officers
and all other officers and directors, the exercise prices of which have been
reduced during the past 10 years.
Original
Number of Grant Original Date New
Shares Date Price Repriced Price
--------- -------- -------- -------- ------
David Edell 100,000 1/90 $1.50 3/91 .625
Ira W. Berman 100,000 1/90 1.50 3/91 .625
David Edell 100,000 3/90 .75 3/91 .625
Ira W. Berman 100,000 3/90 .75 3/91 .625
Sidney Dworkin 100,000 12/85 1.87 1/88(1) .54625
David Edell 200,000(2)(3) 2/86 1.59(2)(3) 12/87(1) .54625
Ira W. Berman 200,000(2)(3) 2/86 1.59(2)(3) 12/87(1) .50
David Edell 197,500(3) 2/87 2.50(3) 12/87(1) .50
Ira W. Berman 192,000(3) 2/87 2.50(3) 12/87(1) .50
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(1) In fact, these are options that were cancelled and replaced. In respect
thereof, the original price and new price columns represent the cancelled option
price and the 'replacement' option price.
(2) Represents 101,235 "Non-Qualified Options" at $1.38 per share,and 98,765
"Employee Incentive Stock Options" at $1.80 per share.
(3) These options were cancelled and 185,000 Employee "Incentive Stock Options"
at $.55 and 215,000 such options at $.50 were issued to Mr. David Edell and to
Mr. Berman.
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iii. Executive Compensation Principles;
Audit and Compensation Committee
---------------------------------
The Company's Executive Compensation Program is based on guiding
principles designed to align executive compensation with Company values and
objectives, business strategy, management initiatives,and business financial
performance. In applying these principles the Audit and Compensation Committee
of the Board of Directors, comprised of David Edell, Ira W. Berman,Irwin
Gedinsky and Jack Polak, has established a program to:
* Reward executives for long-term stratgegic
management and the enhancement of shareholder
value.
* Integrate compensation programs with both the
Company's annual and long-term strategic
planning.
* Support a performance-oriented environment
that rewards performance not only with
respect to Company goals but also Company
performance as compared to industry
performance levels.
iv. Employment Contracts/Compensation Program
The total compenstion program consists of both cash and equity based
compensation. The Audit and Compensation Committee (the "Committee") determines
the level of salary and bonuses, if any, for key executive officers other than
Messrs. David Edell and Ira Berman. The Committee determines the salary or
salary range based upon competitive norms. Actual salary changes are based upon
performance.
On March 17, 1994, the Board of Directors approved 10-year employment
contracts for David Edell and Ira Berman (with Mr. Edell and Mr. Berman
abstaining). Pursuant thereto, each was provided a base salary of $300,000 in
fiscal 1994, with a year-to-year CPI or 6% increment, and each is paid 2-1/2% of
the Company's pre-tax income, less depreciation and amortization, plus 20% of
the base salary, as bonus.
Long-term incentives are provided through the issuance of stock
options.
As at March 1, 1996, 1,267,000 stock options, yet exercisable, to
purchase 1,267,000 shares of the Company's Common Stock were outstanding.
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v. Performance Graph
Set forth below is a line graph comparing cumulative total shareholder
return on the Company's Common Stock, with the cumulative total return of
companies in the NASDAQ Stock Market (U.S.) and the cumulative total return of
Dow Jones' Cosmetics/Personal Care Index.
[CHART APPEARS HERE]
CCA INDUSTRIES, INC.
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Date Close
11/30/90 100.000
11/29/91 157.078
11/30/92 399,543
11/30/93 1,512.557
11/30/94 856.164
11/30/95 328.311
COMSMETICS/PERSONAL CARE
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11/30/90 100.000
11/29/91 141.148
11/30/92 191.809
11/30/93 188.447
11/30/94 228.487
11/30/95 308.739
Dow Jones Euquity Market Index
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11/30/90 100.000
11/29/91 122.136
11/30/92 145.852
11/30/93 160.264
11/30/94 161.565
11/30/95 222.540
Item 12. SECURITY OWNERSHIP OF CERTAIN
- ------- BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock and/or Class A Common Stock as of March
1, 1996 by (i) all those known by the Company to be owners of more than five
percent of the outstanding shares of Common Stock or Class A Common Stock; (ii)
the Chief Executive Officer and "named officers" (see Executive Compensation-
Summary Compensation Table); (iii) each director; and (iv) all officers and
directors as a group. Unless otherwise indicated, each of the shareholders has
sole voting and investment power with respect to the shares owned (subject to
community property laws, where applicable), and is beneficial owner of them.
Ownership, As a
Percentage of
Number of All Shares
Name and Address Shares Owned: Outstanding
- ---------------- ------------- ----------------
Common
Stock Class A
----- -------
David Edell 100,300 557,615 9.21
c/o CCA Industries, Inc.
East Rutherford, NJ 07073
Ira W. Berman 108,300 534,615 9.00
c/o CCA Industries, Inc.
Norman Pessin 382,500 5.35
c/o Neuberger & Berman
605 Third Avenue
New York, NY 10158
Jack Polak 84,000 1.18
98 Park Avenue
New York, NY 10016
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Dunnan Edell 51,250 0.72
c/o CCA Industries, Inc.
Drew Edell 26,250 0.37
c/o CCA Industries, Inc.
Irwin Gedinsky 0 --
c/o Richard A. Eisner & Co.
575 Madison Avenue
New York, New York 10022
Sidney Dworkin 0 --
1550 No. Powerline Road
Pompano, FL 33069
Officers and Directors 1,844,830 25.82
as a group (9 persons)
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(1) David Edell, Ira Berman and Jack Polak own over 98% of the outstanding
shares of Class A Common Stock. Messrs. David Edell, Dunnan Edell and Ira
Berman are officers and directors. Drew Edell is an officer. Mr. Polak, Mr.
Gedinsky and Mr. Dworkin are directors.
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(A) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized.
CCA INDUSTRIES, INC.
By:________________________
DAVID EDELL, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
- ---------------------- President, Director, Chief
DAVID EDELL Executive Officer, and
Chief Financial Officer March 27, 1996
- ---------------------- Chairman of the Board of
IRA W. BERMAN Directors, Executive Vice
President, Secretary March 27, 1996
- ---------------------- Director March 27, 1996
IRWIN GEDINSKY
- ---------------------- Director March 27, 1996
JACK POLAK
- ---------------------- Director March 27, 1996
SIDNEY DWORKIN
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