sec document

DEF 14A 1 formdef14a03733_04292004.htm DEF 14A sec document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to ss. 240.14a-12

EVERLAST WORLDWIDE INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials:

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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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EVERLAST WORLDWIDE INC.
1350 BROADWAY, SUITE 2300
NEW YORK, NEW YORK 10018

NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 4, 2004

NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Stockholders
(the "Annual Meeting") of Everlast Worldwide Inc. (the "Company") will be held
on Friday, June 4, 2004 at 10:00 AM, local time, at The Kitano, 66 Park Avenue
(at 38th Street), New York, New York 10016, in the Park Avenue Room on the 18th
floor, for the following purposes:

1. To elect nine members of the Board of Directors to serve until
the next Annual Meeting at which their successors will be elected
and qualified.

2. To ratify the selection of Berenson LLP as the Company's
independent auditors.

3. To transact such other business as may properly come before the
stockholders at the Annual Meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on April 29,
2004 as the record date for the determination of the Company's shares of common
stock, par value $.002 per share, and shares of Class A common stock, par value
$.01 per share, entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.

By Order of the Board of Directors

George Q Horowitz
President and Chief Executive Officer

Dated: May 5, 2004
New York, New York

IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, WE URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE TO ENSURE
THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. A SELF-ADDRESSED STAMPED
ENVELOPE IS ENCLOSED FOR THAT PURPOSE. IF YOU SEND IN YOUR PROXY AND THEN DECIDE
TO ATTEND THE ANNUAL MEETING TO VOTE YOUR STOCK IN PERSON, YOU MAY STILL DO SO.
YOUR PROXY IS REVOCABLE AT YOUR REQUEST.

EVERLAST WORLDWIDE INC.
1350 BROADWAY, SUITE 2300
NEW YORK, NEW YORK 10018

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board of Directors") of Everlast
Worldwide Inc. (the "Company") to be voted at the 2004 Annual Meeting of
Stockholders to be held on Friday, June 4, 2004 at 10:00 AM, local time, at The
Kitano, 66 Park Avenue (at 38th Street), New York, New York 10016, in the Park
Avenue Room on the 18th floor, and at any adjournments thereof (the "Annual
Meeting") for the purposes set forth in the accompanying Notice of 2004 Annual
Meeting of Stockholders.

The approximate date on which the enclosed form of proxy and this
Proxy Statement are first being sent to stockholders is May 5, 2004.

When a proxy is returned properly signed, the shares represented
thereby will be voted by the proxies in accordance with the stockholder's
directions. If the proxy is signed and returned without choices having been
specified, the shares will be voted for the nominees of the Board of Directors
as directors of the Company and for the ratification of the selection of
Berenson LLP as the Company's independent auditors. If for any reason any of the
nominees of the Board of Directors shall become unavailable for election, the
proxies may use their discretionary authority to vote for substitutes proposed
by the Board of Directors.

A stockholder giving a proxy has the power to revoke it at any time
before it is voted by sending a written notice of revocation to the Secretary of
the Company, by sending a duly executed later-dated proxy, or by attending in
person, requesting the return of the proxy at the Annual Meeting and voting in
person.

Only stockholders of record at the close of business on April 29, 2004
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were outstanding 3,028,904 shares of the Common
Stock, $.002 par value per share of the Company (the "Common Stock") and there
were 100,000 shares of the Company's Class A Common Stock, $.01 par value per
share (the "Class A Stock"). Each share of Common Stock is entitled to one vote
and each share of Class A Stock is entitled to five votes at the Annual Meeting.

The holders of a majority of the outstanding shares of Common Stock
and Class A Stock, combined, whether present in person or represented by proxy,
will constitute a quorum for each of the matters identified in the Notice of the
2004 Annual Meeting of Stockholders. Broker "non-votes" and the shares as to
which a stockholder abstains are included for purposes of determining whether a
quorum is present at the Annual Meeting. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have the discretionary voting power with
respect to that item and has not received instructions from the beneficial
owner. Proxies marked as abstaining with respect to the proposal to ratify the
appointment of independent auditors will have the effect of a vote against such
proposal.

A plurality of votes cast is required to elect directors and a
majority of the votes cast is required to ratify the appointment of Berenson
LLP. Broker "non-votes" and abstentions are not included in the tabulation of

the voting results on the election of directors and ratification of the
independent auditors, and, therefore, do not have the effect of votes in
opposition in such tabulations. Brokers that do not receive instructions from
the stockholders, however, are entitled to vote on the election of directors and
the ratification of the independent auditors.

The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mails, some of the
officers, directors and regular employees of the Company, without extra
remuneration, may solicit proxies personally or by telephone, telefax or similar
transmission. The Company will reimburse record holders for expenses in
forwarding proxies and proxy soliciting material to the beneficial owners of the
shares held by them.

NO APPRAISAL RIGHTS

Under the General Corporation Law of the State of Delaware, stockholders of the
Company do not have appraisal rights in connection with any of the proposals
upon which a vote is scheduled to be taken at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock and Class A Common Stock as
of April 28, 2004 for (i) each of the Company's directors, (ii) each of the
Company's executive officers, (iii) each stockholder known to be the beneficial
owner of more than five percent of any class of the Company's voting securities,
and (iv) all directors and executive officers as a group. Unless otherwise
indicated, (i) each stockholder has sole voting power and dispositive power with
respect to the indicated shares and (ii) the address of each stockholder is c/o
Everlast Worldwide, Inc., 1350 Broadway, Suite 2300, New York, New York 10018.

Beneficial Ownership Common and
Class A Common (1)
Percentage of
Name and Address of Beneficial Owner Number (2) Outstanding Stock(3)
------------------------------------ ---------- --------------------
George Q Horowitz 1,217,628(4) 32.6%
Ben Nadorf 455,700(5) 14.6%
James K. Anderson 116,112(6) 3.7%
4903 163rd Ave., N.E.
Redmond, WA 98052
Rita Cinque Kriss 127,700(7) 4.0%

Larry Kring 48,856(8) 1.6%
3265 126th Ave., N.E.
Bellevue, WA 98005
Edward R. Epstein 33,300(9) 1.1%
915 Middle River Drive
Suite 419
Fort Lauderdale, FL 33304
Wayne Nadorf 1,200(10) *

Teddy Atlas - *
James J. McGuire Jr. 18,319 *
Jeffrey M. Schwartz - *
Mark Ackereizen 1,000 *
Angelo Giusti 16,200(11) *

Matthew Mark 8,500(12) *

All directors and 2,026,196 53.0%
executive officers as a group (13 persons) (4)(5)(6)(7)(8)
(9)(10)(11)(12)
-----------------------------
*Less than one percent.

(1) Under rules adopted by the Securities and Exchange Commission, a person is
deemed to be a beneficial owner of securities with respect to which such
person has or shares: (i) voting power, which includes the power to vote or
direct the vote of the security, or (ii) investment power, which includes

the power to dispose of or to direct the disposition of the security.
Unless otherwise indicated below, the persons named in the table above have
sole voting and investment power with respect to all shares beneficially
owned.

(2) As of April 28, 2004, there were outstanding 3,028,904 shares of Common
Stock and 100,000 shares of Class A Common Stock. The shares of Class A
Common Stock are entitled to five votes per share. Thus, while there are
3,128,904 total shares outstanding (not including any unexercised options),
the maximum number of votes that can be cast is 3,528,904.

(3) Includes percentage attributed to 100,000 shares of Class A Common Stock.

(4) Consists of (i) 512,628 shares of Common Stock, (ii) 100,000 shares of
Class A Common Stock and (iii) 605,000 shares of Common Stock issuable upon
exercise of options exercisable currently or within 60 days, including (A)
options to purchase 125,000 shares granted by the Company at the exercise
price of $4.00 per share, which expire October 24, 2010, (B) options to
purchase 380,000 shares granted by the Company at the exercise price of
$13.00 per share, which expire October 24, 2010, (C) options to purchase
15,000 shares granted by the Company at the exercise price of $2.23 per
share, which expire November 3, 2005, (D) options to purchase 25,000 shares
at an exercise price of $2.23 per share, which expire on November 7, 2006,
(E) options to purchase 20,000 shares at an exercise price of $3.97 per
share, which expire March 22, 2009, (F) options to purchase 20,000 shares
at an exercise price of $2.23 per share, which expire December 31, 2009,
and (G) options to purchase 20,000 shares at an exercise price of $3.06 per
share, which expire March 8, 2011. Mr. Horowitz has agreed not to vote the
shares underlying the options in (A) and (B) above, if exercised, as long
as there are at least $10 million of Series A Preferred Stock outstanding.

(5) Includes 1,400 shares of Common Stock held by Sue Nadorf, the spouse of Mr.
Ben Nadorf.

(6) Consists of (i) 97,356 shares of Common Stock of which Mr. Anderson owns
44,300 shares of Common Stock with his wife, as joint tenants, and (ii)
18,756 shares of Common Stock issuable upon exercise of options exercisable
currently or within 60 days, including:

(A) 839 shares @ $1.75 expiring December 31, 2004
(B) 839 shares @ $3.00 expiring December 31, 2004
(C) 839 shares @ $5.00 expiring December 31, 2004
(D) 839 shares @ $6.25 expiring December 31, 2004
(E) 2,600 shares @ $3.59 expiring January 2, 2005
(F) 3,200 shares @ $9.38 expiring January 3, 2006
(G) 3,200 shares @ $2.23 expiring January 2, 2007
(H) 3,200 shares @ $2.05 expiring January 2, 2008
(I) 2,133 shares @ $2.35 expiring January 2, 2009
(J) 1,067 shares @ $3.83 expiring January 2, 2010

(7) Consists of (i) 77,200 shares of Common Stock and (ii) 50,500 shares of
Common Stock issuable upon exercise of options exercisable currently or
within 60 days including options to purchase (A) 10,500 shares of Common
Stock at an exercise price of $2.23 per share, which expire November 3,
2005, (B) 15,000 shares of Common Stock at an exercise price of $2.23 per
share, which expire December 13, 2006, (C) 10,000 shares of Common Stock at
an exercise price of $3.97 per share which expire March 22, 2009, (D)
10,000 shares of Common Stock at an exercise price of $2.23 per share,
which expire December 31, 2009, and (E) 5,000 shares of Common Stock at an
exercise price of $3.06 per share, which expire March 8, 2011.

(8) Consists of (i) 30,300 shares of Common Stock and (ii) 18,556 shares of
Common Stock issuable upon the exercise of options currently exercisable or
within 60 days, including:

(A) 839 shares @ $1.75 expiring December 31, 2004
(B) 839 shares @ $3.00 expiring December 31, 2004
(C) 839 shares @ $5.00 expiring December 31, 2004
(D) 839 shares @ $6.25 expiring December 31, 2004
(E) 2,600 shares @ $3.59 expiring January 2, 2005
(F) 3,100 shares @ $9.38 expiring January 3, 2006
(G) 3,100 shares @ $2.23 expiring January 2, 2007
(H) 3,200 shares @ $2.05 expiring January 2, 2008
(I) 2,133 shares @ $2.35 expiring January 2, 2009
(J) 1,067 shares @ $3.83 expiring January 2, 2010

(9) Consists of (i) 18,000 shares of Common Stock and (ii) 15,300 shares of
Common Stock issuable upon exercise of options exercisable currently or
within 60 days, including options to purchase, (A) 2,700 shares of Common
Stock at an exercise price of $3.59, which expire January 2, 2005, (B)
3,200 shares of Common Stock at an exercise price of $9.38, which expire
January 3, 2006, (C) 3,200 shares of Common Stock at an exercise price of
$2.23, which expire December 31, 2006, (D) options to purchase 3,100 shares
of Common Stock at an exercise price of $2.05 per share, which expire
January 2, 2008, (E) options to purchase 2,067 shares of Common Stock at an
exercise price of $2.35 per share, which expire January 2, 2009 and (F)
options to purchase 1,033 shares of Common Stock at an exercise price of
$3.83 per share, which expire January 2, 2010

(10) Held jointly with Sue Nadorf, Mr. Wayne Nadorf's mother.

(11) Consists of (i) 3,700 shares of Common Stock and (ii) 12,500 shares of
Common Stock issuable upon exercise of options exercisable currently or
within 60 days, including options to purchase (A) 2,500 shares of Common
Stock at an exercise price of $2.094 per share, which expire on June 6,
2008, (B) 2,500 shares of Common Stock at an exercise price of $3.97, which
expire March 22, 2009, (C) 2,500 shares of Common Stock at an exercise
price of $2.23, which expire December 31, 2009, and (D) 5,000 shares at an
exercise price of $3.06 per share, which expire March 8, 2011.

(12) Consists of 8,500 shares of Common Stock issuable upon exercise of options
exercisable currently or within 60 days, including (A) 1,000 shares of
Common Stock at an exercise price of $3.97, which expire March 22, 2009,
(B) 2,500 shares of Common Stock at an exercise price of $2.23, which
expire December 31, 2009, and (C) 5,000 shares at an exercise price of
$3.06 per share, which expire March 8, 2011.

CODE OF ETHICS

Everlast has adopted a Code of Ethics for Senior Officers and
Directors (the "Code") effective December 2003, which applies to its board of
directors, chief executive officer, president, principal financial officer,
principal accounting officer and persons performing similar functions. A copy of
the Code can be found on Everlast's website (www.everlast.com). Everlast intends
to disclose on its website the nature of any future amendments to and waivers of
the Code that apply to the directors, chief executive officer, the president,
the principal financial officer, the principal accounting officer or persons
performing similar functions.

PROPOSAL 1 -- ELECTION OF DIRECTORS

Nine directors will be elected at the Annual Meeting each to serve for
a one-year term until the 2005 Annual Meeting of Stockholders and until their
successors are elected and qualified. If no instructions to the contrary are
indicated, proxies received by the Company will be voted for the election of the
nine nominees to the Board of Directors listed below. All of the nominees
currently serve as directors of the Company. The Company does not expect that
any of the nominees will be unavailable for election, but if that should occur
before the Annual Meeting, the proxies will be voted in favor of the remaining
nominees and may also be voted for a substitute nominee or nominees selected by
the Board of Directors.

The Board of Directors has approved the nomination of each of the
nominees for director listed below.

Nominee Age Director Since
------- --- --------------

George Q Horowitz 53 1992(1)
James K. Anderson 66 1992(1)(2)(3)(4)
Larry Kring 62 1993(2)(3)(4)
Rita Cinque Kriss 37 1994(3)
Edward R. Epstein 63 1996(2)(4)
Teddy Atlas 47 2004
James McGuire Jr. 68 2004
Jeffrey Schwartz 44 2004
Mark Ackereizen 59 2004

(1) Member of the Executive Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Audit Committee of the Board of Directors.
(4) Member of the Corporate Governance and Nominating Committee of the Board of
Directors.

The members of the Board of Directors appointed Messrs. Atlas,
McGuire, Schwartz and Ackereizen to be directors of the Company effective April
2004, to increase the number of independent directors of the Company to six.
Messrs. Anderson, Kring, Atlas, McGuire, Schwartz and Ackereizen are deemed to
be independent under NASDAQ Rule 4200 and with such our Board contain a majority
of independent board members as required by NASDAQ Rule 4350.

The table below lists the other members of the Board of Directors who
are not up for election and who will be elected by the holders of the
outstanding Series A Preferred Stock, $.001 par value of the Company (the
"Series A Preferred Stock"), for a term to expire concurrently with the
directors to be elected at the Annual Meeting.

Name Age Director Since
---- --- --------------

Ben Nadorf 85 2000
Wayne Nadorf 29 2000

MR. GEORGE Q HOROWITZ has been our President and Chief Executive
Officer ("CEO") and a director since our inception and is our founder. Mr.
Horowitz was appointed Chairman of the Board of Directors in 1996. Mr. Horowitz,
formerly an educator, entered the apparel industry in 1976. Mr. Horowitz was
employed by Golden Touch Imports, Inc., an apparel company in New York City,

where he served as Vice President of Operations and was a shareholder of that
company. The media frequently calls upon Mr. Horowitz for his views on issues
pertaining to Everlast and the industry in general. He has appeared on numerous
television talk shows, such as CNBC's "Squawk Box" and "Market Wrap," CNN's
"Business Day" and "Moneyline News Hour with Lou Dobbs," Fox News Channel's
"Cavuto Business Report," and "Sports Business," among others. He has been
included in the Sportstyle magazine's "Top 100" most influential people in the
sporting goods industry. He currently serves on the Board of Trustees of the
Sporting Goods Manufacturers Association. In addition, Mr. Horowitz is also a
member of the International Radio and Television Society Foundation, Inc. He has
been a speaker for numerous industry events, including the Women's Wear Daily
CEO Annual Summit and the Fashion Round Table. Mr. Horowitz serves as a member
of the Benefit Committee of Fashion and Media Leaders for the NOW Legal Defense
and Education Fund. Mr. Horowitz has been involved in various civic and sports
related activities. He is a member of the Three Miles of Men Honorary Committee
for The Susan G. Komen Breast Cancer Foundation New York City Race for the Cure.
In July 2001, Mr. Horowitz was elected to the board of directors of the American
Heart Association. Mr. Horowitz is a substantial contributor to both the amateur
and professional boxing community and has been honored with the following awards
as a result of his generosity: 2001 Rocky Marciano/AAIB Boxing award in
appreciation of his constant effort to improve boxing and safety in the sport,
The Dr. Theodore A. Atlas Foundation's Annual Service Award for his ongoing
support of the Atlas Foundation, and The Daily News Corporate Award for his
meritorious service to amateur boxing. He has also served in various capacities
as a leader and a mentor to the youth in his community.

MR. JAMES K. ANDERSON has been a director of the Company since August
1992 and was Chairman of the Board of Directors from January 1994 through
December 1995. Since January 1996, he has been Vice-Chairman of the Board of
Directors. Since July 1987, he has been a management consultant in restructuring
businesses. From 1981 to 1987, Mr. Anderson served as the President of Pacific
First Financial Corp. and Pacific First Federal Savings Bank and from 1984 to
1987, Mr. Anderson served as the Chairman of the Board and Chief Executive
Officer of each of the aforementioned companies. Mr. Anderson has served on the
board of directors of numerous businesses, civic, arts and educational
organizations and is Chairman of the Whitman College Board of Overseers. He is
currently a member of the Board of Directors of Northwest Hospital and Medical
Center, a hospital and medical center in Seattle, Washington and is on the
Governing Committee of the Washington State Hospital Association. Additionally,
Mr. Anderson is a director and the Chief Executive Officer of Adaptis Inc., a
business and technology outsourcing company serving the health care industry.

MS. RITA CINQUE KRISS has been a director of the Company since May
1994. Ms. Cinque Kriss has served in numerous executive positions in the
Company, including Vice President from October 2000 to December 2002, Executive
Vice President from May 1994 to October 2000, and as Vice President-Operations
from April 1993 to May 1994. Ms. Cinque Kriss has also served as a consultant to
the Company in its operations management from August 1992 to April 1993. From
November 1990 to August 1992, Ms. Cinque Kriss was the President of ITEW, Ltd.,
an apparel industry management consulting company. In 1986, she was a founding
member of Women in International Trade, an organization created to promote
international trade, where she served as a director from January 1990 to January
1993.

MR. LARRY KRING has been a director of the Company since January 1993.
From August 1993 to the present, Mr. Kring has been a Group Vice President of
Esterline Technologies, a diversified instrumentation, equipment and component
manufacturing company listed on the New York Stock Exchange, where he is
responsible for, among other things, accounting and financial reporting for his
group. From July 1978 to July 1993, Mr. Kring was the President and Chief
Executive Officer of Heath Tecna Aerospace Company, a manufacturer of aircraft
interior and aerospace components and a division of Ciba-Geigy Corporation. Mr.

Kring also has a Master in Business Administration and has previously served as
a financial executive.

MR. EDWARD R. EPSTEIN has been a director of the Company since
January, 1996. Mr. Epstein is a practicing attorney and is admitted to practice
law in the States of New York and Florida. He is an experienced litigator and
has represented clients in all aspects of the garment industry for more than 30
years. He is a member of the bar of the State of Florida, the State of New York,
and various United States District Courts and the United States Court of Appeals
for the Second Circuit. He is also a member of the New York State Bar
Association.

MR. BEN NADORF has been a director of the Company as well as President
of Active Apparel New Corp. since October 2000. From 1958 to October 2000, Mr.
Nadorf served in various executive positions at Everlast World's Boxing
Headquarters Corp. He was its President from 1995 to October 2000. Mr. Nadorf
was a majority stockholder of Everlast World's Boxing Headquarters Corp. when it
was acquired by the Company. Mr. Ben Nadorf is also the father of Mr. Wayne
Nadorf, another director of the Company.

MR. WAYNE NADORF has been a director of the Company and has served as
Vice President of product Management of Everlast since October 2000. From 1995
to October 2000, he has served in various sales positions with Everlast World's
Boxing Headquarters Corp. In 1996, Mr. Nadorf graduated from Rider University
with a Bachelor of Science degree in Marketing. He is the son of Mr. Ben Nadorf,
another director of the Company.

MR. TEDDY ATLAS has been associated with boxing and the boxing
industry for well over 30 years as a fighter, trainer and television color
commentator. Mr. Atlas is a 1976 Adirondack Golden Gloves champion. Mr. Atlas
has trained championship fighters for Cus D'Amato, members of the 1980 Swedish
Olympic Team, Mike Tyson, Barry McGuigan, Donnie LaLonde and Simon Brown.
Additionally, Mr. Atlas has trained renowned dancer choreographer Twyla Tharp
and other Hollywood stars for their roles in various movies. Mr. Atlas does
color commentary for fight shows on ESPN 2 "Friday Night Fights." In addition,
Mr. Atlas has done television analysis for the 2000 Olympic Games boxing events
and is scheduled to do the same for the 2004 Olympics in Athens, Greece. Mr.
Atlas is involved in many community organizations, including the "The Doctor
Theodore A. Atlas Memorial Foundation," a charity foundation for people in need
which he runs.

MR. JAMES J. MCGUIRE, JR. is a practicing attorney and is admitted to
practice law in New Jersey and the Commonwealth of Virginia. Mr. McGuire has
expertise in municipal and government law and criminal law serving various law
firms in New Jersey since 1975, with the last five years serving as a sole
practitioner. In addition, Mr. McGuire served as Judge of the Municipal Court of
the Borough of Shrewsbury, New Jersey from 1987 - 1991. Mr. McGuire has an
exemplary military background and is a retired Lieutenant Colonel in the U.S.
Army. He is the recipient of the Bronze Star Medal, the Legion of Merit and the
Meritorious Service Medal. Mr. McGuire has served on the board of directors for
not-for-profit and educational organizations and also currently participates in
various community and civic activities.

MR. JEFFREY M. SCHWARTZ has been a practicing attorney and is admitted
to practice law in New York State as well as the United States Federal Court -
Southern District of New York and the United States Federal Court - Eastern
District of New York. Mr. Schwartz has expertise in commercial litigation,
personal injury litigation, real estate, trusts and estates serving in his own
practice since 1990. Prior to this, he was a partner in the law firm of

Bernstein and Schwartz from 1986 - 1990 and an associate in the laws firm of
Reiter, Sabellico and Blutman from 1984-1986. He is a member of various bar
associations including the New York State Bar Association and the Bar
Association of the City of New York.

MR. MARK ACKEREIZEN is a partner in the CPA firm of Levine, Neider &
Wohl where he has worked since August 2003. Prior to this, Mr. Ackereizen was a
partner in the CPA firm of Gettry, Marcus, Stern and Lehre. Mr. Ackereizen has
been practicing in the field of accounting, finance and taxation for 38 years.
Mr. Ackereizen is a member of the American Institute of Certified Public
Accountants. He also belongs to the New York State Society of Certified Public
Accountants where he served as a member of the Apparel & Textile Committee and
was a member of the Cooperation with Commercial Credit Grantors & Bankers
Committee.

MEETINGS

The Board of Directors, met five (5) times during the fiscal year
ended December 31, 2003. Messrs. Horowitz, Anderson, Kring and Epstein, Ms.
Cinque Kriss and Messrs. Ben and Wayne Nadorf attended at least 75% of the
meetings.

EXECUTIVE SESSIONS

Commencing in fiscal 2004, the Board of Directors will have regularly
scheduled meetings at which only independent directors are present ("executive
sessions"), as required by NASD Rule 4350(c)(2).

PROCEDURES FOR CONTACTING DIRECTORS

The Board of Directors has established a process for stockholders to
send communications to the Board. Stockholders may communicate with the Board of
Directors generally or with a specific director at any time by writing to:
Angelo Giusti, Secretary, Everlast Worldwide Inc., 1350 Broadway, Suite 2300,
New York, New York 10018. The Secretary reviews all messages received, and
forwards any message that reasonably appears to be a communication from a
stockholder about a matter of stockholder interest that is intended for
communication to the Board of Directors. Communications are sent as soon as
practicable to the director to whom they are addressed, or to the Board of
Directors generally. Because other appropriate avenues of communication exist
for matters that are not of stockholder interest, such as general business
complaints or employee grievances, communications that do not relate to matters
of stockholder interest are not forwarded to the Board of Directors. The
Secretary has the right, but not the obligation, to forward such other
communications to appropriate channels within the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established four standing committees to
assist it in carrying out its responsibilities. These committees are the
Executive Committee, the Corporate Governance and Nominating Committee, the
Compensation Committee, and the Audit Committee.

The Executive Committee is responsible for special matters as
determined by the Board of Directors from time to time. For the fiscal year
ended December 31, 2003, the members of the Executive Committee were George
Horowitz, Chairman, and James Anderson. The Executive Committee met five times
during the fiscal year ended December 31, 2003. Both members of the Executive
Committee attended all meetings.

The Corporate Governance and Nominating Committee was formed in April
2004 through a board resolution and is currently comprised of James Anderson,
Larry Kring and Ed Epstein, with Mr. Epstein acting as chairperson. The
Corporate Governance and Nominating Committee does not have a charter. Messrs.
Kring and Anderson are independent, as defined in Rule 4200 of the NASD listing
standards. Mr. Epstein, is not independent as defined, yet provides, in the
opinion of the Board of Directors because of Mr. Epstein's work experience and
knowledge of the corporate operations, external influences, financial and legal
affairs of the Company, valuable insight and analysis of the Company which the
Board of Directors believes is to the benefit of the Company and its
stockholders in helping recommend and determine individual members to the Board
of Directors. The Corporate Governance and Nominating Committee will commence
meetings in fiscal 2004.

The Corporate Governance and Nominating Committee's purpose is to
identify individuals qualified to serve on the Board of Directors, recommend to
the Board of Directors persons to be nominated for election as directors at the
annual meeting of the stockholders or to be appointed by the Board of Directors
to fill existing or newly created vacancies on the Board of Directors, identify
and recommend members of the Board of Directors to serve on each board committee
and to serve as chairman thereof, and develop and recommend to the Board of
Directors corporate governance guidelines. These activities have been outlined
in a board resolution. In evaluating and determining whether to nominate a
candidate for a position on the Board of Directors, the Corporate Governance and
Nominating Committee will consider candidates who possess high professional
ethics and values, relevant management and/or industry experience and a
commitment to enhancing stockholder value. The Company regularly assesses the
size of the Board of Directors, whether any vacancies are expected due to new
corporate governance requirements, retirements or otherwise and the need for
particular expertise on the Board of Directors. Candidates may come to the
attention of the Corporate Governance and Nominating Committee from current
members of the Board of Directors, stockholders, officers or other persons. The
Corporate Governance and Nominating Committee will review all candidates in the
same manner regardless of the source of the recommendation.

Stockholders wishing to nominate a director candidate prior to a
stockholders meeting must give written notice to Angelo Giusti, Secretary,
Everlast Worldwide Inc., 1350 Broadway, Suite 2300, New York, New York 10018,
either by personal delivery or by United States mail, postage prepaid. The
stockholder's notice must be received by the Secretary not later than the close
of business on the 120th calendar day prior to the date on which notice of the
prior year's annual meeting was first mailed to stockholders. The stockholder's
written notice to the Secretary shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; and (b) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination is made (i) the name and address of such stockholder, as
they appear on the Company's books, and of such beneficial owner, (ii) the class
and number of shares of the Company which are owned beneficially and of record
by such stockholder and such beneficial owner and (iii) a representation that
the stockholder is a holder of record of shares of the Company and intends to
appear in person or by proxy at the meeting to propose such business

The Compensation Committee recommends to the Board of Directors
remuneration for the President, Chief Executive Officer and other elected
officers. It also grants stock options, administers the Company's stock option
plans, and approves and administers other compensation plans or agreements. For
the fiscal year ended December 31, 2003, the members of the Compensation
Committee were James Anderson, Chairman, Larry Kring, and Edward Epstein.
Messrs. Kring and Anderson are independent, as defined in Rule 4200 of the NASD
listing standards. Mr. Epstein, is not independent as defined, yet provides, in
the opinion of the Board of Directors because of Mr. Epstein's work experience
and knowledge of the corporate operations, external influences, financial and
legal affairs of the Company, valuable insight and analysis of the Company which
the Board of Directors believes is to the benefit of the Company and its
stockholders in helping recommend and determine executive officers and key
employees compensation and benefits to the Board. The Compensation Committee met
five times during the fiscal year ended December 31, 2003. All members of the
Compensation Committee attended at least four meetings. See "Compensation
Committee Report on Executive Compensation."

The Audit Committee reviews the Company's financial statements. It
then makes recommendations to the Board of Directors concerning the accuracy of
such statements and whether or not they should be included in the Company's
annual report. It also reviews filings with the Securities and Exchange
Commission containing the Company's financial statements. Additionally, it
reviews the qualifications of and makes recommendations to the Board of
Directors not only concerning the selection of the Company's independent
auditors but also the nature and scope of additional professional services to be
provided by such auditors. As part of its duties, the Audit Committee serves as
an independent and objective monitor of the performance of the Company's
financial reporting processes and systems of internal control. For the fiscal
year ended December 31, 2003, the members of the Audit Committee were Larry
Kring, Chairman, James Anderson and Rita Cinque Kriss. Messrs. Kring and
Anderson are independent, as defined in Rule 4200 of the NASD listing standards.
Ms. Kriss, a former employee of the Company, is not independent, yet provides,
in the opinion of the Board of Directors because of Ms. Cinque Kriss' work
experience and knowledge of the operations of the Company, valuable insight and
analysis of the accounting and financial performance of the Company which the
Board of Directors believes is to the benefit of the Company and its
stockholders. The Board of Directors has designated Mr. Kring as the "Audit
Committee Financial Expert" (as such term is defined in Items 401(h)(2) and (3)
of Regulation S-K) because of his exposure to accounting and financial matters
in his other professional endeavors. The Audit Committee is governed by a
written Audit Committee Charter approved by the Board of Directors. The Audit
Committee reviews and reassesses the adequacy of its charter in an annual basis.
A copy of this Charter is included in Appendix A. The Audit Committee met four
times during the fiscal year ended December 31, 2003. All members of the Audit
Committee attended at least 75% of the Audit Committee meetings.

AUDIT COMMITTEE REPORT

Our audit committee is comprised of three directors, two of which are
independent, and operates under a written charter. A copy of the amended and
restated audit committee charter, which becomes effective following our 2004
meeting of stockholders, is attached as Annex A to this Proxy Statement. The
audit committee, in its oversight role over (1) our financial accounting and
reporting process, (2) our system of internal controls established by management
and (3) the external audit process, has met with management and our independent
auditors. Discussions about our audited financial statements included our
independent auditor's judgments about the quality, not just the acceptability,
of our accounting principles and underlying estimates used in our financial
statements, as well as other matters, as required by Statement on Auditing
Standards No. 61, Communication with Audit Committees ("SAS 61"), as amended by
Statement on Auditing Standards No. 90, Audit Committee Communications, and by
our Audit Committee Charter. In conjunction with the specific activities
performed by the audit committee in its oversight role, it issued the following
report:

1. The audit committee has reviewed and discussed the audited
financial statements as of and for the year ended December 31, 2003 with our
management.

2. The audit committee has discussed with the independent auditors the
matters required to be discussed by SAS 61.

3. The audit committee has received from the independent accountants,
required by Independence Standards Board Standard No.1, Independence Discussions
with Audit Committee, (i) a written disclosure, indicating all relationships, if
any, between the independent auditor and its related entities and the company
and its related entities which, in the auditor's professional judgment,
reasonably may be thought to bear on the auditor's independence, and (ii) a
letter from the independent auditor confirming that, in its professional
judgment, it is independent of the company; and the audit committee has
discussed with the auditor the auditor's independence from the company.

Based on the review and discussions referred to in paragraphs (1)
through (3) above, the audit committee recommended to the Board of Directors,
and the board has approved, that the audited financial statements should be
included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2003 for filing with the Securities and Exchange Commission

AUDIT COMMITTEE
Larry Kring
James Anderson
Rita Cinque Kriss

COMPENSATION OF DIRECTORS

Effective as of January 1, 1995, directors of the Company who are
neither officers nor employees of the Company receive options to purchase shares
of Common Stock pursuant to the Company's 1995 Non-Employee Director Stock
Option Plan (the "Directors' Plan") as part of their compensation for services
as directors of the Company. The Directors' Plan provides for annual automatic
grants on the first working day of the fiscal year of options to purchase 3,000
shares of Common Stock to each such director serving at the time of the grant.
The Chairman and Secretary of the Board of Directors and the chairperson of a
committee of the Board of Directors also receive an automatic grant of options
to purchase an additional 200 shares of Common Stock, provided he or she is not
an officer nor an employee of the Company. Each member of a committee of the
Board of Directors, provided that he or she is neither an officer nor an
employee of the Company, also receives an automatic grant of options to purchase
an additional 100 shares of Common Stock. The exercise price per share for all
such options is the fair market value of the shares of Common Stock on the date
of grant. The term of each option is seven years from the date of grant, and the
options vest in three equal installments on the first, second and third
anniversaries of the date of grant.

Additionally, effective as of January 1, 1998, each director of the
Company who is neither an officer nor an employee of the Company receives an
annual fee of $6,000, one-fourth of such amount payable at the end of each
quarter. For the fiscal year ended December 31, 2003, Messrs. James K. Anderson,
Edward R. Epstein, and Larry Kring each received a total of $6,000. Ms. Cinque
Kriss received $4,500. Directors also receive reimbursement of expenses incurred
by them in performing their duties and in attending meetings of the Board of
Directors, provided that such expenses are reasonable and evidenced by
appropriate documentation.

MANAGEMENT

OTHER EXECUTIVE OFFICERS

Name Age Position Held
---- --- -------------

Angelo Giusti 53 Secretary & Senior Vice-
President of Operations

Matthew Mark 63 Chief Financial Officer

MR. ANGELO GIUSTI has been Secretary and Senior Vice President of
Operations of the Company since October 2000. From June 1997 to October 2000, he
served as Vice President of Operations of the Company. Mr. Giusti also served as
a director of the Company from January 1997 to October 2000. From 1984 until
June 1997, Mr. Giusti was President of Universal Business Forms, a printing
company in New York City. From 1978 to 1984, Mr. Giusti was Sales Manager in New
York for Uarco, a national printing company. Mr. Giusti has served on many
community boards. He was a New York City Public School teacher and has remained
active in local education and in youth sports activities. He is a former
President of the Holmdel Pop Warner Football League in New Jersey.

MR. MATTHEW MARK has been Chief Financial Officer of the Company since
October 2000. From May 1998 to October 2000, he was Controller of the Company.
From June 1997 to May 1998, Mr. Mark served as the Controller of WHK, Inc., a
private label manufacturer of apparel. From January 1988 to April 1997, Mr. Mark
served as the Controller and Assistant Treasurer of Cygne Designs Inc., a
private label manufacturer of apparel. Additionally, Mr. Mark has also held
various financial executive positions with Cluett Peabody, Inc., a diverse
apparel manufacturer, from October 1978 to January 1988.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth certain
information concerning total annual compensation paid to George Q Horowitz, the
Company's President, Chief Executive Officer and Treasurer, Angelo Giusti, the
Company's Secretary and Senior Vice President of Operations, and Matthew Mark,
the Company's Chief Financial Officer and Chief Accounting Officer
(collectively, the "Named Executive Officers"), for services rendered in all
capacities by them to the Company during fiscal years ended December 31, 2003,
2002, and 2001.

SUMMARY COMPENSATION TABLE

Annual Compensation
-------------------

Name and Other Annual All Other Securities
Principal Compensation Compensation Underlying
Positions(1) Year Salary ($) Bonus($) ($) ($) Options (#)
----------- ---- ---------- -------- ------------ ------------ -----------
George Horowitz 2003 $398,673 $157,132(2) $55,766(3) $1,596(6) 0
(Chairman, President, Chief 2002 372,611 154,216(2) 52,684(4) 1,651 0
Executive Officer & Treasurer) 2001 345,600 158,620(2) 52,918(5) 1,389 20,000

Angelo Giusti 2003 173,269 18,000 0 0 0
(Secretary & Senior Vice 2002 158,846 7,500 0 0 0
President of Operations) 2001 143,846 7,500 0 0 5,000

Matthew Mark 2003 129,423 12,500 12,556(7) 0 0
(Chief Financial Officer & 2002 124,231 5,000 11,848(8) 0 0
Chief Accounting Officer) 2001 118,692 5,000 0 0 5,000

(1) Other than George Q Horowitz, Angelo Giusti and Matthew Mark, the Company
had no other executive officer to whom it paid more than $100,000 to in
total salary and bonuses for fiscal year ended December 31, 2003.

(2) Consists of annual bonus paid pursuant to Mr. Horowitz's employment
agreement.

(3) Consists of (i) $32,000 paid to a trust account pursuant to the Deferred
Compensation Plan adopted by the Board of Directors on December 17, 1999
and (ii) an aggregate of $23,766 paid by the Company, on behalf of Mr.
Horowitz, in fiscal year 2003 in connection with automobile lease
installment payments ($17,564), related insurance premiums ($1,556) and
parking expenses ($4,646).

(4) Consists of (i) $32,000 paid to a trust account pursuant to the Deferred
Compensation Plan adopted by the Board of Directors on December 17, 1999
and (ii) an aggregate of $20,684 paid by the Company, on behalf of Mr.
Horowitz, in fiscal year 2002 in connection with automobile lease
installment payments ($15,515), related insurance premiums ($729) and
parking expenses ($4,440).

(5) Consists of (i) $32,000 paid to a trust account pursuant to the Deferred
Compensation Plan adopted by the Board of Directors on December 17, 1999
and (ii) an aggregate of $20,918 paid by the Company, on behalf of Mr.
Horowitz, in fiscal year 2001 in connection with automobile lease
installment payments ($15,515), related insurance premiums ($1,035) and
parking expenses ($4,368).

(6) Represents premiums paid by the Company in fiscal years 2003, 2002, and
2001 on term life insurance policies for the benefit of Mr. Horowitz.

(7) Consists of an aggregate of $12,556 paid by the Company, on behalf of Mr.
Mark, in fiscal year 2003 in connection with automobile lease installment
payments ($8,988) and related insurance premiums ($3,568).

(8) Consists of an aggregate of $11,848 paid by the Company, on behalf of Mr.
Mark, in fiscal year 2002 in connection with automobile lease installment
payments ($9,298) and related insurance premiums ($2,550).

LONG-TERM INCENTIVE AND PENSION PLANS

The Company currently has no long-term incentive or defined pension
plans. The Company offers all employees a 401(k) savings plan that allows the
employees to voluntarily defer a certain portion of their income before taxes.
The Company pays all the administrative fees for the plan.

OPTION GRANTS IN LAST FISCAL YEAR

The Company did not grant any options to purchase shares of Common
Stock during the fiscal year 2003.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES TABLE

No stock options were exercised by the Named Executive Officers during
the year ended December 31, 2003 except for Angelo Giusti, who exercised 3,000
options at an option price of $2.23. Mr. Giusti did not sell these shares upon
exercise. The following table sets forth certain information regarding
unexercised options held by each of the Named Executive Officers at December 31,
2003.

Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-The-Money Options at
December 31, 2003 December 31, 2003($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

George Horowitz 605,000 - $43,200 -
Angelo Giusti 12,500 - 3,950 -
Matthew Mark 8,500 - 1,800 -

(1) Represents the total gain that would be realized if all the in-the-money
options held at December 31, 2003 were exercised, determined by multiplying
the number of shares underlying the options by the difference between the
per share option exercise price and the closing sale price of Common Stock
of $2.95 per share as reported on the NASDAQ SmallCap Market for December
31, 2003. An option is in-the-money if the fair market value of the
underlying shares exceeds the exercise price of the option.

DISCLOSURE OF EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth information with respect to our compensation plans as
of December 31, 2003.

Plan Category Number of securities to Weighted-average Number of securities remaining
be issued upon exercise price of available for future issuance
exercise of outstanding outstanding options, under equity compensation
options, warrants and warrants and rights plans (excluding securities
rights (a) reflected in column (a))
--------------------------------------------------------------------------------------------------------------------
Equity compensation 555,500 10.03 431,900
plans approved by
security holders

Equity compensation 325,111 3.80 -
plans not approved
by security holders

Total 880,611 7.73 431,900

EMPLOYMENT CONTRACTS

GEORGE Q HOROWITZ - The Company and George Q Horowitz are parties to
an employment agreement, dated as of January 1, 2000 (the "Agreement"), pursuant
to which Mr. Horowitz will serve as the President and Chief Executive Officer of
the Company through December 31, 2005 (the "Term"). Mr. Horowitz's annual salary
shall initially be $320,000 (the "Base Salary") and shall be considered for
increase by the Board of Directors. In addition to the Base Salary, Mr. Horowitz
is entitled to an annual cash bonus (the "Cash Bonus") based upon certain "net
sales" and "before tax profits" targets. Under the Agreement, Mr. Horowitz is
also entitled to receive a monthly automobile allowance, reimbursement for
parking expenses, health and medical insurance, and participation in any
retirement, life and disability insurance, dental insurance and any bonus,
incentive or profit-sharing plans which the Company makes available from time to
time to its executives. The Company has also agreed to include Mr. Horowitz as a
named insured in any director or officer liability insurance policy the Company
maintains on the same basis as is made available to the directors and other
executive officers of the Company. The Agreement generally restricts Mr.
Horowitz from disclosing certain confidential information during the Term and
for a period of one year following the Term, and further restricts Mr. Horowitz
from competing with the Company for a period of one year following the Term. The
Agreement may be terminated by Mr. Horowitz for "good reason" or by the Company
"for cause". If the Agreement is terminated by the Company "for cause" or in the
event of the resignation by Mr. Horowitz without "good reason," the obligations
of the Company under the Agreement will terminate (except with respect to
certain indemnification provisions). In the event of termination of the
Agreement by reason of Mr. Horowitz's death, his estate is entitled to receive
the pro-rata amount of the Cash Bonus as of the time of his death at the end of
the same fiscal year. If Mr. Horowitz's employment is terminated due to a Change
of Control (as defined in the Agreement), he will be entitled to a lump sum
payment of 2.99 times the sum of the Base Salary, Cash Bonus and benefits and
payment for expenses incurred as a result of such termination and any deferred
compensation, including but not limited to deferred bonuses allocated or
credited to Mr. Horowitz as of the date of his termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS / CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Edward R. Epstein, a Director and member of the Compensation
Committee, was paid an aggregate of $228,520 for legal services for the fiscal
year ending December 31, 2003. Other than a verbal retainer agreement to provide
for legal services, Mr. Epstein has no other contract or agreement with the
Company and serves as an independent contractor of the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. Messrs. James Anderson, Larry Kring and Edward Epstein serve as
members of the Compensation Committee. The Compensation Committee is also
responsible for the administration and award of stock options under the
Company's 1995 Non-Employee Director Stock Option Plan and the 2000 Employee
Incentive Stock Option Plan. All three members of the Compensation Committee are
non-employee directors of the Company, as defined under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. Mr. Anderson serves as Chairman of
the Compensation Committee. The Compensation Committee met fives times during
the fiscal year ended December 31, 2003.

COMPENSATION PHILOSOPHY

The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee also believes that the potential for
equity ownership by management is beneficial in aligning management and
stockholders' interests in the enhancement of stockholder value. The Company has
not established a policy with regard to Section 162(m) of the Internal Revenue
Code of 1986, as amended.

SALARIES

Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at other comparable companies. Base salary compensation of executive
officers is reviewed annually by the Compensation Committee, and recommendations
of the Compensation Committee in that regard are acted upon by the Board of
Directors. Annual salary adjustments are determined by evaluating the
competitive marketplace; the performance of the Company which includes in
descending level of importance, operating income of the Company and cash
management, production efficiency and quality of products; the performance of
the executive; the length of the executive's service to the Company and any
increased responsibilities assumed by the executive. The Company places itself
between the low and medium levels in determining salaries compared to the other
comparable holding companies of industrial businesses.

INCENTIVE COMPENSATION

The Company from time to time considers the payment of discretionary
bonuses to its executive officers. Bonuses would be determined, first, upon the
level of achievement by the Company of its strategic and operating goals and,
second, upon the level of personal achievement by participants. The achievement

of goals by the Company includes, among other things, the performance of the
Company as measured by return on assets and the operating income of the Company,
production efficiency and quality of products. The achievement of personal goals
includes the actual performance of the unit of the Company for which the
executive officer has responsibility as compared to the planned performance
thereof, the level of cost savings achieved by such executive officer, other
individual contributions, the ability to manage and motivate employees and the
achievement of assigned projects. Bonuses are determined annually after the
close of each fiscal year. Despite achievement of personal goals, bonuses may
not be given based upon the performance of the Company as a whole.

STOCK OPTION AND OTHER PLANS

It is the philosophy of the Compensation Committee that stock options
should be awarded to employees of the Company to promote long-term interests
between such employees and the Company's stockholders through an equity interest
in the Company and assist in the retention of such employees. The Compensation
Committee also considered the amount and terms of options previously granted to
executive officers. The Compensation Committee believes the potential for equity
ownership by management is beneficial in aligning management's and stockholders'
interest in the enhancement of stockholder value and to provide incentive to
executive officers to contribute to corporate growth and profitability.

COMPENSATION COMMITTEE

James K. Anderson
Larry Kring
Edward Epstein

COMMON STOCK PERFORMANCE GRAPH

The following graph compares, for each of the fiscal years indicated,
the yearly percentage change in the Company's cumulative total stockholder
return on the Company's Common Stock with the cumulative total return of a) the
NASDAQ Market Index, a broad equity market index, and b) Coredata Group Index, a
peer group index for the apparel industry.

1998 1999 2000 2001 2002 2003
EVERLAST WORLDWIDE INC. 100.00 28.46 23.46 28.92 44.92 36.31
COREDATA GROUP INDEX 100.00 90.74 90.98 93.54 92.44 118.47
NASDAQ MARKET INDEX 100.00 176.37 110.86 88.37 61.64 92.68

There can be no assurance that the Common Stock's performance will
continue with the same or similar trends depicted in the graph above.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
beneficially own more than ten percent of the Company's Common Stock, to file
reports of ownership of Common Stock and other equity securities of the Company
with the Securities and Exchange Commission (the "Commission"). Officers,
directors and more than ten percent stockholders are required by Commission
regulation to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company during the fiscal year ended December 31, 2003,
all required Section 16(a) filings by our directors, officers and beneficial
owners of 5% of our outstanding stock were timely complied with except for the
Form 4 for each of Messrs. Anderson and Giusti dated December 31, 2003 was filed
on January 7, 2004.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES

PROPOSAL 2 -- RATIFICATION OF THE COMPANY'S AUDITORS

The Board of Directors has selected Berenson LLP ("Berenson") as the
Company's independent auditors for the fiscal year ending December 31, 2004.

Stockholder ratification of the selection of Berenson as the Company's
independent accountants is not required by the Company's By-laws or otherwise.
However, as was true for the 2003 Annual Meeting of Stockholders (at which the
stockholders ratified the selection of Berenson), the Board of Directors is
submitting the selection of Berenson to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the
selection, the Audit Committee and the Board of Directors will reconsider
whether or not to retain the services of Berenson.

The Audit Committee reviews and approves the audit and non-audit
services to be provided by our independent auditors during the year, considers
the effect that performing those services might have on audit independence and
approves management's engagement of our independent auditors to perform those
services. The Audit Committee reserves the right to appoint a different
independent accounting firm at any time during the year even if the selection of
Berenson is ratified, if the Board of Directors and the Audit Committee believe
that the change is in the best interest of the Company and its stockholders.

Berenson was originally engaged as the Company's independent auditors
in May 1995. Berenson has audited the Company's financial statements for the
fiscal years ended December 31, 1995 through December 31, 2003. A representative
of Berenson will be present at the Annual Meeting, will have an opportunity to
make a statement if he desires to do so, and will be available to respond to
questions.

For its fiscal 2003 and 2002 services, we paid Berenson LLP total fees
of $248,825 and $205,113, respectively comprised of:

AUDIT FEES - Berenson billed the Company $149,681 for professional
services rendered for the audit of the Company's consolidated financial
statements for fiscal year ended December 31, 2003, and for the review of
interim financial statements during the fiscal year ended December 31, 2003
which are included in the Company's quarterly reports on Form 10-Q.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES -
Berenson did not perform any services for the Company related to financial
information systems design and implementation during fiscal year ended December
31, 2003.

ALL OTHER FEES - Berenson billed the Company $99,144 for other
professional services rendered, primarily due to tax compliance and advisory
services and other advisory services including licensing audits on our
licensees.

The Audit Committee has considered whether the provision by Berenson
of the services covered by the fees other than the audit fees is compatible with
maintaining Berenson's independence and has determined that it is compatible.
All audit and non-audit services to be performed by the Company's independent
accountant must be approved in advance by the Audit Committee.

REQUIRED VOTE

The approval of the proposal to ratify the appointment of Berenson
requires the affirmative vote of a majority of the votes cast.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF BERENSON & COMPANY LLP

STOCKHOLDER PROPOSALS

Stockholder proposals made in accordance with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended and intended to be presented at the
Company's 2005 Annual Meeting of Stockholders must be received by the Company at
its principal office in New York, New York no later than January 5, 2005 for
inclusion in the proxy statement for that meeting.

OTHER MATTERS

The Board of Directors does not intend to present and has not been
informed that any other person intends to present any matters for action at the
Meeting other than those specifically referred to in this proxy statement. If
any other matters properly come before the Annual Meeting, it is intended that
the holders of the proxies will act in respect thereof in accordance with their
best judgment.

A copy of the Company's Form 10-K containing the Company's financial
statements for the year ending December 31, 2003, as filed with the Commission,
was included as part of the Company's Annual Report to Stockholders which is
being furnished along with this Proxy Statement to all beneficial stockholders
or stockholders of record as of the Record Date. For further copies, please
contact: Secretary, EVERLAST WORLDWIDE INC., 1350 Broadway, Suite 2300, New
York, New York 10018.

May 5, 2004

By Order of the Board of Directors

George Q Horowitz
President and Chief Executive Officer

EVERLAST WORLDWIDE INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

2004 ANNUAL MEETING OF STOCKHOLDERS

June 4, 2004

The undersigned hereby appoints Messrs. George Q Horowitz and James K.
Anderson, and each of them, as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as designated
on the reverse hereof, all of the shares of common stock, par value $.002 per
share, of Everlast Worldwide Inc. (the "Company") held of record by the
undersigned at the close of business on April 29, 2004 at the 2004 Annual
Meeting of Stockholders of the Company to be held on Friday, June 4, 2004 at 10
AM, local time, at The Kitano, 66 Park Avenue (38th Street), New York, New York
10016, in the Park Avenue Room on the 18th floor, or at any adjournment thereof,
on the matters described in the Notice of 2004 Annual Meeting of Stockholders
and Proxy Statement and upon such other business as may properly come before
such meeting or any adjournments thereof, hereby revoking any proxies heretofore
given.

(CONTINUED , AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE.)

PROXY
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS

Please mark your vote like this /X/

1. ELECTION OF NINE DIRECTORS:

(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW)

George Q Horowitz, James K. Anderson, Rita Cinque Kriss, Larry Kring, Edward
R. Epstein, Teddy Atlas, James J. McGuire Jr., Jeffrey M. Schwartz and Mark
Ackereizen

FOR / / WITHHOLD AUTHORITY / /

2. RATIFICATION OF THE APPOINTMENT OF BERENSON LLP AS THE COMPANY'S AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004

FOR / / AGAINST / / ABSTAIN / /

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

SIGNATURE SIGNATURE IF HELD JOINTLY
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DATE:
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NOTE: Please sign exactly as set forth herein. When shares are held by
joint owners, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership by
authorized person.

APPENDIX A

EVERLAST WORLDWIDE, INC.
AUDIT COMMITTEE CHARTER

ORGANIZATION

The Board of Directors of Everlast Worldwide, Inc. (the "Company") shall
designate annually, based upon the recommendation of the Nominating and
Governance Committee, an Audit Committee comprised of three or more Directors,
who may be removed by the Board of Directors in its discretion. Each member of
the Audit Committee shall be, as determined and disclosed by the Board of
Directors, (1) "independent" as determined in accordance with the rules and
regulations of the Nasdaq Stock Market, Inc. ("Nasdaq"), and, if determined
applicable by the Board of Directors, the New York Stock Exchange (the "NYSE")
and (2) able to read and understand fundamental financial statements, including
a company's balance sheet, income statement, and cash flow statement. One
Director who is not independent, as defined, or is not a current officer or
employee of the Company, may be appointed to the Audit Committee if the board,
under exceptional and limited circumstances determines that membership of the
committee is required by the best interests of the company and its shareholders,
and the board discloses, in the next annual proxy statement subsequent to such
determination the nature of the relationships and the reasons for the
determination. Additionally, at least one member of the Audit Committee shall
have accounting or related financial management expertise and qualify as an
"audit committee financial expert," as defined in applicable rules and
regulations of the Securities and Exchange Commission (the "SEC"). The members
of the Audit Committee shall comply with and satisfy the rules and regulations
of the SEC, applicable securities laws, the rules and regulations of the Nasdaq
and NYSE, if applicable, and all other applicable laws, rules, and regulations.
The Audit Committee shall report regularly to the Board of Directors.

A Chairman of the Audit Committee shall be elected annually by the Board of
Directors based upon the recommendation of the Nominating and Governance
Committee.

PURPOSE

The primary purpose of the Audit Committee is to assist the Board of Directors'
oversight of (1) the integrity of the Company's financial statements, (2) the
independent auditor's qualifications, independence, and performance, (3) the
performance of the Company's internal controls and procedures, and (4) the
Company's compliance with legal and regulatory requirements. The Audit Committee
shall also function as the Company's qualified legal compliance committee
("QLCC"), as defined under applicable SEC rules and regulations.

The Audit Committee shall prepare an Audit Committee report, as required by the
rules and regulations of the SEC, to be included in the Company's annual proxy
statement.

While the Audit Committee recognizes the importance of its role, it is not the
responsibility of the Audit Committee to plan or conduct audits, to determine
that the Company's financial statements are in all material respects complete,
accurate, and prepared in accordance with generally accepted accounting
principles ("GAAP"), or to certify the Company's financial statements. These are
the responsibilities of management and the independent auditor. It is also not
the responsibility of the Audit Committee to guarantee the independent auditor's
report. The Audit Committee shall assist the Board of Directors in overseeing
management's fulfillment of its responsibilities in the financial reporting
process of the Company. The Audit Committee also shall be directly responsible
for the oversight of the independent auditor's fulfillment of its
responsibilities in the financial reporting process of the Company.

MEETINGS

The Audit Committee shall meet at least four times each year, or more frequently
as it deems necessary or appropriate to carry out its responsibilities and may,
in its sole discretion, form and delegate authority to subcommittees (comprised
only of Audit Committee members) in furtherance of such responsibilities.
Meetings of the Audit Committee shall be called by the Chairman of the Audit
Committee, the Chairman of the Board of Directors, or the Chief Executive
Officer of the Company. All such meetings shall be held pursuant to the By-Laws
of the Company with regard to notice and waiver thereof, and written minutes of
each such meeting shall be duly filed in the Company's records. In order to
foster open communications, the Audit Committee shall meet periodically with
senior management, the person responsible for the Company's internal controls
and procedures, and the independent auditor in separate private sessions to
discuss any matters that the Audit Committee or any such persons believe
appropriate and may also ask members of management or others to attend Audit
Committee meetings and provide pertinent information as necessary.

RELATIONSHIP WITH INDEPENDENT AUDITORS

The Audit Committee shall have the sole authority to appoint, retain, and
terminate the Company's independent auditor, which shall report directly to the
Audit Committee. The Audit Committee shall be directly responsible for the
evaluation, compensation (including as to fees and terms), and oversight of the
work of the Company's independent auditor (including resolution of disagreements
between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work. All
related fees and costs of the independent auditor, as determined by the Audit
Committee, shall be paid promptly by the Company in accordance with its normal

business practices. All auditing services and permitted non-audit services
performed for the Company by the independent auditor shall be pre-approved by
the Audit Committee subject to applicable laws, rules, and regulations. The
Audit Committee may form and delegate to a subcommittee the authority to grant
pre-approvals with respect to auditing services and permitted non-auditing
services, provided that any such grant of pre-approval shall be reported to the
full Audit Committee at its next meeting.

The Audit Committee shall receive from the independent accountants a formal
written statement delineating all relationships between the independent
accountants and the Company, consistent with Independence Standards Board
Standard 1. The Audit Committee shall actively engage in a dialogue with the
independent accountants with respect to any disclosed relationships or services
that may impact the objectivity and independence of the independent accountants.

POWERS AND RESPONSIBILITIES

A. OVERSIGHT OF THE COMPANY'S FINANCIAL STATEMENTS AND DISCLOSURE PRACTICES

The Audit Committee shall:

1) Discuss with management and the independent auditor the Company's
annual audited financial statements, including the Company's
disclosures made under "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and recommend to the
Board of Directors whether such audited financial statements should be
included in the Company's annual report on Form 10-K.

2) Discuss with management and the independent auditor the Company's
quarterly financial statements, including the Company's disclosures
made under "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

3) Review the Company's disclosure controls and procedures, internal
controls and procedures for financial reporting, and the
certifications required to be made by any officer of the Company in
each of the Company's quarterly reports on Form 10-Q and the Company's
annual report on Form 10-K (the "Periodic Reports").

4) Prepare the annual report referred to under "Purpose" above.

5) Review all reports from the independent auditor pursuant to applicable
laws, rules and regulations concerning:

a) all critical accounting policies and practices to be used;

b) all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures
and treatments, and the treatment preferred by the independent
auditor; and

c) other material written communications between the independent auditor
and management, such as any management letter or schedule of
unadjusted differences.

6) Discuss with the independent auditor certain matters related to the
conduct of the audit pursuant to Statement of Auditing Standards No.
61, as amended, including any:

a) problems or difficulties encountered by the independent auditor in the
course of the audit work;

b) restrictions on the scope of the independent auditor's activities or
access to information;

c) significant disagreements with management;

d) communications between the independent auditing team and such team's
national office with respect to auditing or accounting issues
presented by the engagement;

e) accounting adjustments noted or proposed by the independent auditor,
but not adopted by the Company; and

f) management or internal control letter issued or proposed to be issued
by the independent auditor and the Company's response to that letter.

7) Discuss generally with management the types of information to be
disclosed and presentations to be made in connection with the
Company's (a) issuance of earnings press releases (including the
Company's use of "pro forma" or "adjusted" non-GAAP financial
information) and (b) disclosure of financial information, earnings
releases, and earnings guidance to analysts and rating agencies. The
Audit Committee need not discuss in advance each earnings release or
each instance in which the Company may provide earnings guidance.

8) Discuss the Company's policies and guidelines which govern the
Company's risk assessment and risk management efforts as well as

discuss the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures.

9) Review and discuss with management and the independent auditor, as it
deems necessary or appropriate:

a) major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Company's selection or application of accounting principles,
major issues as to the adequacy of the Company's internal
controls, and any special audit steps adopted in light of
material control deficiencies;

b) analyses prepared by management and/or the independent auditor
setting forth significant financial reporting issues and
judgments made in connection with the preparation of the
financial statements, including analyses of the effects of
alternative GAAP methods on the Company's financial statements;
and

c) the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the Company's financial
statements.

10) Review disclosures made to the Audit Committee by the Company's Chief
Executive Officer and Chief Financial Officer during there
certification process for the Periodic Reports about any significant
deficiencies in the design or operation of internal controls or
material weaknesses therein and any fraud involving management or
other employees who have a significant role in the Company's internal
controls

B. OVERSIGHT OF THE COMPANY'S INDEPENDENT AUDITOR

The Audit Committee shall:

1) Obtain and review a report from the independent auditor on at least an annual
basis describing:

a) the internal quality-control procedures of such independent auditor;

b) any material issues raised by the independent auditor's most recent
internal quality-control review or peer review and any steps taken to
deal with such issues;

c) any material issues raised by any inquiry or investigation by
governmental or professional authorities, within the preceding five
years, with respect to one or more independent audits carried out by
the independent auditor and any steps taken to address such issues;
and

d) all relationships between the independent auditor and the Company.

2) Evaluate the qualifications, performance, and independence of the independent
auditor and report such conclusions to the Board of Directors, taking into
account:

a) the foregoing report;

b) discussion with the independent auditor regarding any disclosed
relationship with or services provided to the Company that may impact
the objectivity and independence of the independent auditor;

c) the services provided by the independent auditor; and

d) the opinions of management and the Company's internal auditors.

3) Evaluate the lead (or coordinating) audit partner having primary
responsibility for the audit, taking into account the opinions of management and
the Company's internal auditors.

4) Ensure the required rotation of the lead (or coordinating) audit partner
having primary responsibility for the audit and the audit partner responsible
for reviewing the independent audit, and consider whether it is appropriate or
necessary, in order to assure continuing independence, to rotate the Company's
independent auditor on a regular basis.

5) Take, or recommend that the full Board take, appropriate action to oversee
the independence of the independent auditor.

6) Recommend policies to the Board of Directors with respect to the employment
of current and former employees of the independent auditor who were engaged on
the Company's account.

7) Review and discuss with management and the independent auditor the proposed
plan and overall scope of the Company's annual audit.

C. OVERSIGHT OF THE COMPANY'S COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

The Audit Committee shall:

1) Obtain assurance from the independent auditor that the Company is in
compliance with the provisions of Section 10A of the Securities Exchange Act of
1934, as amended.

2) Review with management and the independent auditor the Company's Code of
Business Conduct and Ethics (the "Code of Conduct"), which prohibits unethical
or illegal activities by the Company's directors, officers and employees, as
well as review the actions taken to monitor compliance with the Code of Conduct.

3) Review with management, the independent auditor, and the Company's counsel
any legal, regulatory, and environmental matters that may have a material impact
on the Company's financial statements or accounting policies.

4) Review and approve all related-party transactions.

5) Review and assess on an annual basis the compliance with all applicable laws,
rules, and regulations, including those of the SEC, Nasdaq, and NYSE,
specifically applicable to the composition and responsibilities of the Audit
Committee.

6) Establish procedures for (1) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters and (2) the confidential, anonymous submission by
employees of the Company of concerns regarding questionable accounting or
auditing matters.

QUALIFIED LEGAL COMPLIANCE COMMITTEE

The Audit Committee, in its capacity as a QLCC, shall establish written
procedures for the privileged and confidential receipt, retention, and
consideration of reports to the QLCC by the Company's internal legal officer or
any other attorney representing the Company of evidence of a material violation
of the securities laws, breaches of fiduciary duties, or similar violations.

ADDITIONAL POWERS AND RESPONSIBILITIES

The Audit Committee shall have the authority to engage and obtain advice and
assistance from independent or outside legal counsel, accountants, and other
advisors as it determines is necessary or appropriate to carry out its duties.
All related fees and costs of such advisors, as determined by the Audit
Committee, shall be paid promptly by the Company in accordance with its normal
business practices.

Determine appropriate funding to be provided by the Company without seeking the
approval of the Board of Directors or the Company for (a) compensation of the
independent auditors, (b) compensation of any advisers retained by the Audit
Committee, and (c) ordinary administrative expenses of the Audit Committee that
are necessary or appropriate to carry out its duties.

The Audit Committee shall, on an annual basis, review and reassess the
adequacy of this Charter and conduct an evaluation of the Audit Committee's own
performance during such past year.

The Audit Committee shall perform such other activities as the Audit Committee
or the Board of Directors may from time to time deem necessary or appropriate.

Effectiveness

This Audit Committee charter amends and restates the Company's existing Audit
Committee charter and becomes effective as of the date of the Company's 2004
meeting of stockholders.