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About Toymax
Toymax Board of Directors - May 2000
The Company's Board of Directors is divided into three classes. The classification of the Board of Directors was implemented in August 1998. At each annual stockholders' meeting successors to the class of directors whose term expires at that meeting are elected for a three-year term. The term of theClass 2 directors expires at this meeting, and the terms of the Class 3 and Class 1 directors expire on the date of the annual meetings to be held in 2001 and 2002, respectively.

On May 10, 2000, the Company's Board of Directors was expanded to six (6) members and Philip Garfinkle was appointed by the Board as a Class 1director.

Messrs. Lebensfeld and Asher have been nominated by the Board of Directorsfor election at the Annual Meeting as Class 2 directors to serve until the election and qualification of their successors at the 2003 Annual Meeting of Stockholders. If the nominees should be unwilling or unable to serve as directors of the Company (which is not anticipated), the Board of Directors may, unless the Board of Directors by resolution provides for a lesser number of Class 2 directors, designate substitute nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. The election of directors requires a majority vote of the shares of Common Stock represented at the Annual Meeting.

CLASS 2 DIRECTORS NOMINATED FOR ELECTION IN 2000

STEVEN A. LEBENSFELD. Mr. Lebensfeld is the Chief Executive Officer of the Company and has been a director since 1997. Prior to the Company's Initial Public Offering in October, 1997, Mr. Lebensfeld served as a director and President of Toymax Inc., since its inception in 1990 and as a director of Toymax (H.K.) Limited.

OREN ASHER. Mr. Asher has been a director since October 1997. Mr. Asher has been the Chairman of MGI Software Corp. ("MGI"), a leading developer of photo and video software listed on the Toronto Stock Exchange, since January 2, 1996.
Prior to joining MGI, Mr. Asher was President and CEO of Ditek Software Corp., a graphics software development company which he founded in 1985 and which specializes in computer-aided design and drafting (CADD). Mr. Asher continues to
hold the office of Chairman of Ditek Software Corp

CLASS 3 DIRECTORS UP FOR ELECTION IN 2001

DAVID KI KWAN CHU. Mr. Chu is the Chairman of the Board of Directors and has been a director since 1997. Prior to the Company's Initial Public Offering in October, 1997, Mr. Chu served as Chairman of the Board of Directors of Toymax (H.K.) Limited, the then parent company of Toymax Inc., since its inception in 1990.

JOEL M. HANDEL. Mr. Handel has been a director since October 1997. Mr. Handel has been a partner in the law firm of Baer Marks & Upham LLP, which serves as counsel to the Company, since 1968. From April 1987 through March 1997, Mr. Handel was a member of the Board of Directors of Tyco Toys, Inc., a company for which Baer Marks & Upham LLP also served as counsel.

CLASS 1 DIRECTORS UP FOR ELECTION 2002

HARVEY GOLDBERG. Mr. Goldberg is the President of the Company and has been a director since 1997. Prior to the Company's Initial Public Offering in October, 1997, Mr. Goldberg served as a director of Toymax (H.K.) Limited since 1995 and has served as Executive Vice President of Toymax Inc. since 1995. Prior to that Mr. Goldberg was a consultant to Toymax since 1990.

PHILIP GARFINKLE. Mr. Garfinkle has been a director of the Company since May, 2000. Mr. Garfinkle is President and a member of the Board of Directors of Yazam.com Inc. In addition to his position with Yazam.com Inc., Mr. Garfinkle sits on the Boards of several companies including Sonneta, Charmed Techonologies, Cycolor and PhotoNet Japan.
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