sec document

DEF 14A 1 formdef14a03733_04282003.htm sec document

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 Rule 14(a)-12

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

--------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than 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:

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

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

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

(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):

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / 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:

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

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

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

(3) Filing Party:

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

(4) Date Filed:

-2-

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

NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 13, 2003

NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Stockholders
(the "Annual Meeting") of Everlast Worldwide Inc. (the "Company") will be held
on Friday, June 13, 2003 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 five 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 & Company 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 30,
2003 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: April 30, 2003
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 2003 Annual Meeting
of Stockholders to be held on Friday, June 13, 2003 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 2003 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, 2003.

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 & Company 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 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 30,
2003 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were outstanding 3,008,236 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
2003 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 to
ratify the appointment of Berenson & Company 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.

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 29, 2003 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
the Company, 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 1,210,961 (4) 32.7%

Ben Nadorf 455,700 (5) 14.7%

James K. Anderson 112,911 (6) 3.6%
4903 163rd Ave., N.E.
Redmond, WA 98052

Rita Cinque Kriss 126,033 (7) 4.0%

Larry Kring 45,655 (8) 1.5%
3265 126th Ave., N.E.
Bellevue, WA 98005

Edward R. Epstein 30,200 (9) *
915 Middle River Drive
Suite 419
Fort Lauderdale, FL 33304

Wayne Nadorf 1,200 (10) *

Angelo Giusti 14,533 (11) *

Matthew Mark 6,833 (12) *

All directors and 1,994,026 52.0%
executive officers as a group (9 persons) (4) (5) (6) (7) (8)
(9) (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 29, 2003, there were outstanding 3,008,236 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 3,108,236 total shares outstanding (not including any unexercised
options), the maximum number of votes that can be cast is 3,508,236.

(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) 598,333 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 13,333 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) 89,550 shares of Common Stock of which Mr. Anderson
owns 44,300 shares of Common Stock with his wife, as joint tenants, and
(ii) 23,361 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) 4,706 shares @ $0.85 expiring December 31, 2003
(F) 3,100 shares @ $2.23 expiring January 3, 2004
(G) 2,600 shares @ $3.59 expiring January 2, 2005
(H) 3,200 shares @ $9.38 expiring January 3, 2006
(I) 3,200 shares @ $2.23 expiring January 2, 2007
(J) 2,133 shares @ $2.05 expiring January 2, 2008
(K) 1,066 shares @ $2.35 expiring January 2, 2009

(7) Consists of (i) 77,200 shares of Common Stock and (ii) 48,833 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) 3,333
shares of Common Stock at an exercise price of $3.06 per share, which
expire March 8, 2011.

(8) Consists of (i) 23,438 shares of Common Stock and (ii) 22,217 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) 3,762 shares @ $0.85 expiring December 31, 2003
(F) 3,100 shares @ $2.23 expiring January 3, 2004
(G) 2,600 shares @ $3.59 expiring January 2, 2005
(H) 3,100 shares @ $9.38 expiring January 3, 2006
(I) 3,100 shares @ $2.23 expiring January 2, 2007
(J) 2,133 shares @ $2.05 expiring January 2, 2008
(K) 1,066 shares @ $2.35 expiring January 2, 2009

(9) Consists of (i) 15,000 shares of Common Stock and (ii) 15,200 shares of
Common Stock issuable upon exercise of options exercisable currently or
within 60 days, including options to purchase (A) 3,000 shares of
Common Stock at an exercise price of $2.23 per share, which expire on
January 3, 2004, (B) 2,700 shares of Common Stock at an exercise price
of $3.59, which expire January 2, 2005, (C) 3,200 shares of Common
Stock at an exercise price of $9.38, which expire January 3, 2006, (D)
3,200 shares of Common Stock at an exercise price of $2.23, which
expire December 31, 2006, (E) options to purchase 2,067 shares of
Common Stock at an exercise price of $2.05 per share, which expire
January 2, 2008, and (F) options to purchase 1,033 shares of Common
Stock at an exercise price of $2.35 per share, which expire January 2,
2009.

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

(11) Consists of (i) 700 shares of Common Stock and (ii) 13,833 shares of
Common Stock issuable upon exercise of options exercisable currently or
within 60 days, including options to purchase (A) 3,000 shares of
Common Stock at an exercise price of $2.23 per share, which expire on
January 3, 2004, (B) 2,500 shares of Common Stock at an exercise price
of $2.094 per share, which expire on June 6, 2008, (C) 2,500 shares of
Common Stock at an exercise price of $3.97, which expire March 22,
2009, (D) 2,500 shares of Common Stock at an exercise price of $2.23,
which expire December 31, 2009, and (E) 3,333 shares at an exercise
price of $3.06 per share, which expire March 8, 2011.

(12) Consists of 6,833 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) 3,333 shares at an
exercise price of $3.06 per share, which expire March 8, 2011.

PROPOSAL 1 -- ELECTION OF DIRECTORS

Five directors will be elected at the Annual Meeting each to serve
for a one-year term until the 2004 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 five 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)
Larry Kring 62 1993 (2) (3)
Rita Cinque Kriss 37 1994 (3)
Edward R. Epstein 63 1996 (2)

(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.

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 84 2000
Wayne Nadorf 28 2000

MR. GEORGE Q HOROWITZ is the Chairman, Chief Executive Officer
("CEO") and President of Everlast Worldwide Inc. since his founding of the
Company in 1992. 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 the Company 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. 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 bars of the Supreme Court of the State of Florida,
the Supreme Court of the State of New York, various United States District
Courts and the United States Court of Appeals for the Second Circuit. He is also
a member of the Association of Trial Lawyers of America among other professional
associations.

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 Assistant Vice President of Sales of Everlast World's Boxing Headquarters
Corp. 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.

MEETINGS

The Board of Directors met four (4) times during the fiscal year
ended December 31, 2002. Messrs. Horowitz, Anderson, Kring and Epstein, Ms.
Cinque Kriss and Messrs. Ben and Wayne Nadorf attended at least 75% of the
meetings.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established three standing committees to
assist it in carrying out its responsibilities. These committees are the
Executive 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, 2002, the members of the Executive Committee were George
Horowitz, Chairman, and James Anderson. The Executive Committee met four times
during the fiscal year ended December 31, 2002. Both members of the Executive
Committee attended all meetings.

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, 2002, the members of the Compensation
Committee were James Anderson, Chairman, Larry Kring, and Edward Epstein. The
Compensation Committee met five times during the fiscal year ended December 31,
2002. All members of the Compensation Committee attended at least four meetings.

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, 2002, 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(a)(14) of the NASD listing
standards. Ms. Kriss, a former employee of the Company, is not independent, yet
provides such work experience, knowledge of the operations of the Company, and
valuable insight and analysis of the accounting and financial performance of the
Company which the Board of Directors significantly benefits 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 Board of Directors has adopted a
written Audit Committee Charter, a copy of which was attached to the proxy
statement for the 2001 Annual Meeting of Stockholders.

AUDIT COMMITTEE REPORT

The Audit Committee met twice during the fiscal year ended December
31, 2002. All members of the Audit Committee attended both meetings. Members of
the Audit Committee have reviewed and discussed the audited financial statements
with the management of the Company and have discussed matters required to be
discussed by SAS 61 (Codification of Statements on Auditing Standards, AU
Section 380) with Berenson & Company LLP, the Company's independent auditors for
the fiscal year ended December 31, 2002. The Audit Committee has received the
written disclosures and the letter from Berenson & Company LLP required by the
Independent Standards Board Standard No. 1 and has discussed Berenson & Company
LLP's independence with Berenson & Company LLP. Based on its review and
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2002 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 not 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, 2002, Messrs. James K. Anderson,
Edward R. Epstein, and Larry Kring each received a total of $6,000. 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 52 Secretary & Senior Vice-
President of Operations

Matthew Mark 62 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, 2002,
2001, and 2000.

SUMMARY COMPENSATION TABLE

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

Other Annual All Other Securities
Name and Principal Compensation Compensation Underlying
Positions (1) Year Salary ($) Bonus($) ($) ($) Options (#)
-------------------- ---- ---------- -------- ------------ ------------ -----------
George Horowitz 2002 372,611 154,216 (2) 52,684 (3) 1,651 (7) 0
(Chairman, President, Chief 2001 345,600 158,620 (2) 52,918 (4) 1,389 (7) 20,000
Executive Officer 2000 320,769 226,821 (5) 53,507 (6) 1,171 (7) 505,000
& Treasurer)

Angelo Giusti 2002 158,846 7,500 0 0 0
(Secretary & Senior Vice 2001 143,846 7,500 0 0 5,000
President of Operations) 2000 128,846 5,000 0 0 0

Matthew Mark 2002 124,231 5,000 11,848 (8) 0 0
(Chief Financial Officer & 2001 118,692 5,000 0 0 5,000
Chief Accounting Officer) 2000 94,577 5,000 0 0 0

(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, 2002.

(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 $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).

(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 $20,918 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).

(5) Consists of (i) bonus in the gross amount of $166,821 paid to Mr.
Horowitz pursuant to the merger agreement with Everlast Holding Corp. to
pay off a loan owed to the Company and (ii) annual bonus of $60,000 paid
pursuant to Mr. Horowitz's employment agreement.

(6) Consists of (i) $31,956 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 $21,551 paid by the Company, on behalf of Mr.
Horowitz, in fiscal year 2000 in connection with automobile lease
installment payments ($14,222), related insurance premiums ($2,143) and
parking expenses ($5,186).

(7) Represents premiums paid by the Company in fiscal years 2002, 2001, and
2000 on term life insurance policies for the benefit of Mr. Horowitz.

(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 2002.

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, 2002. The following table sets forth certain
information regarding unexercised options held by each of the Named Executive
Officers at December 31, 2002.

Number of Securities
Underlying Unexercised Value of Unexercised In-
Options Held at The-Money Options at
December 31, 2002 (#) December 31, 2002 ($) (1)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

George Horowitz 598,333 6,667 93,033 3,917
Angelo Giusti 13,833 1,667 13,659 979
Matthew Mark 6,833 1,667 5,508 979

(1) Represents the total gain that would be realized if all the
in-the-money options held at December 31, 2002 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 $3.65 per share
as reported on the Nasdaq SmallCap Market for December 31, 2002. An
option is in-the-money if the fair market value of the underlying
shares exceeds the exercise price of the option.

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 $202,471 for legal services for the fiscal
year ending December 31, 2002. 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 1993 Employee Incentive Stock Option Plan, the 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,
2002.

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 (the "Code").

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 based, 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) MG
Group Index, a custom peer group index for the apparel industry.

Fiscal Year Ended
December 31, 1997 1998 1999 2000 2001 2002
------------ ---- ---- ---- ---- ---- ----

EVERLAST WORLDWIDE INC. 100.00 232.14 66.07 54.46 67.14 104.29
MG GROUP INDEX 100.00 99.99 90.72 90.96 93.52 92.42
NASDAQ MARKET INDEX 100.00 141.04 248.76 156.35 124.64 86.94

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, 2002,
all required Section 16(a) filings by beneficial owners were complied with.

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 & Company LLP
("Berenson") as the Company's independent auditors for the fiscal year ending
December 31, 2003. 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 2002 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 Board of
Directors and the Audit Committee reserve 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, 2002. 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.

AUDIT FEES - Berenson billed the Company $122,551 for professional
services rendered for the audit of the Company's consolidated financial
statements for fiscal year ended December 31, 2002, and for the review of
interim financial statements during the fiscal year ended December 31, 2002
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, 2002.

ALL OTHER FEES - Berenson billed the Company $82,562 for other
professional services rendered, primarily due to tax compliance and advisory
services and other advisory services.

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.

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
Exchange Act and intended to be presented at the Company's 2004 Annual Meeting
of Stockholders must be received by the Company at its principal office in New
York, New York no later than January 6, 2004 for inclusion in the proxy
statement for that meeting.

In addition, Rule 14a-4 under the Exchange Act requires that a
stockholder give advance notice to the Company of any other matters that the
stockholder wishes to present for action at an annual meeting of stockholders
that are not included in the proxy statement for that meeting. Stockholder
notifications made in accordance with Rule 14a-4 under the Exchange Act must be
received by the Company at its principal office in New York, New York no later
than March 21, 2004.

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 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, 2002, 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.

April 30, 2003

By Order of the Board of Directors

George Q Horowitz
President and Chief Executive Officer

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

2003 ANNUAL MEETING OF STOCKHOLDERS

June 13, 2003

The undersigned hereby appoints each of Messrs. George Q Horowitz
and James K. Anderson as the undersigned's proxy, with full power of
substitution, to vote all of the undersigned's shares of common stock, par value
$.002 per share, in Everlast Worldwide Inc. (the "Company"), at the 2003 Annual
Meeting of Stockholders of the Company to be held on Friday, June 13, 2003 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, or at any adjournment
thereof, on the matters described in the Notice of 2003 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.

PROPOSAL 1 The election of George Q Horowitz, James K. Anderson, Rita
Cinque Kriss, Larry Kring and Edward R. Epstein:

For All Withhold Authority To
Nominees ___ Vote For All Nominees ___

________________________________________________________________
________________________________________________________________
To withhold authority to vote for any individual nominee(s),
print name(s) above.

PROPOSAL 2 Ratification of the appointment of Berenson & Company LLP as the
Company's auditors for the fiscal year ending December 31, 2003:

FOR / / AGAINST / / ABSTAIN / /

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

Each properly executed proxy will be voted in accordance with specifications
made on the reverse side hereof. If no specifications are made, the shares
represented by this Proxy will be voted for approval of Proposal 2 and for the
election as directors of each of the nominees of the Board of Directors.

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

---------------------------------------
Signature if held jointly

Dated: ___________, 2003

Please sign exactly as set forth
herein. If signed as executor,
attorney, administrator, trustee or
guardian, indicate the capacity in
which you are acting. When signing as
joint tenants, all parties in the joint
tenancy should sign. Proxies by
corporations should be signed with full
corporate name by a duly authorized
officer and bear corporate seal.

PLEASE PROMPTLY SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.