sec document

DEF 14A 1 formdef14a03733_06142002.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.
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(Name of Registrant as Specified in Charter)

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(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:

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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:

(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:

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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:

-2-

EVERLAST WORLDWIDE INC.
1350 Broadway, Suite 2300
New York, New York 10018

Notice of 2001 Annual Meeting of Stockholders
To be Held June 14, 2002

NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of
Stockholders (the "Annual Meeting") of Everlast Worldwide Inc. (the "Company")
will be held on Friday, June 14, 2002 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
29, 2002 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 29, 2002
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 2002 Annual Meeting
of Stockholders to be held on Friday, June 14, 2002 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 2002 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 3, 2002.

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
29, 2002 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were outstanding 2,998,936 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 2002 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, 2002 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
------------------------------------ ---------- -----------------
George Q Horowitz 1,197,628 (3) 31.4%
Ben Nadorf 455,700 (4) (9) 12.0%
James K. Anderson 112,912 (5) 3.0%
4903 163rd Ave., N.E.
Redmond, WA 98052
Rita Cinque Kriss 121,034 (6) 3.2%

Larry Kring 45,588 (7) 1.2%
3265 126th Ave., N.E.
Bellevue, WA 98005
Edward R. Epstein 17,066 (8) *
915 Middle River Drive
Suite 419
Fort Lauderdale, FL 33304
Wayne Nadorf 1,200 (9) *

Angelo Giusti 12,034 (10) *

Matthew Mark 4,333 (11) *

All directors and 1,967,495 (3) (4) 51.6%
executive officers as a group (9 persons) (5) (6) (7) (8) (10) (11)
-----------------------------
*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, 2002, there were outstanding 2,998,936 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 3,098,936 total shares outstanding (not including any unexercised
options), the maximum number of votes that can be cast is 3,498,936.

(3) Consists of (i) 512,628 shares of Common Stock, (ii) 100,000 shares of
Class A Common Stock and (iii) 585,000 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 13,333 shares at an exercise price of
$2.23 per share, which expire December 31, 2009, and (G) options to
purchase 6,667 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.

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

(5) Consists of (i) 86,350 shares of Common Stock of which Mr. Anderson
owns 44,300 shares of Common Stock with his wife, as joint tenants, and
(ii) 26,562 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) 3,200 shares @ $2.23 expiring November 3, 2002
(G) 3,200 shares @ $2.23 expiring January 2, 2003
(H) 3,100 shares @ $2.23 expiring January 3, 2004
(I) 2,600 shares @ $3.59 expiring January 2, 2005
(J) 3,200 shares @ $9.38 expiring January 3, 2006
(K) 2,133 shares @ $2.23 expiring January 2, 2007
(L) 1,067 shares @ $2.05 expiring January 2, 2008

(6) Consists of (i) 77,200 shares of Common Stock and (ii) 43,834 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) 6,667 shares of Common Stock at an exercise
price of $2.23 per

share, which expire December 31, 2009, and (E) 1,667 shares of Common
Stock at an exercise price of $3.06 per share, which expire March 8,
2011.

(7) Consists of (i) 20,338 shares of Common Stock and (ii) 25,250 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 November 3, 2002
(G) 3,100 shares @ $2.23 expiring January 2, 2003
(H) 3,100 shares @ $2.23 expiring January 3, 2004
(I) 2,600 shares @ $3.59 expiring January 2, 2005
(J) 3,100 shares @ $9.38 expiring January 3, 2006
(K) 2,066 shares @ $2.23 expiring January 2, 2007
(L) 1,066 shares @ $2.05 expiring January 2, 2008

(8) Consists of (i) 12,000 shares of Common Stock and (ii) 15,066 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 2, 2003, and (B) 3,000 shares of Common Stock at an exercise
price of $2.23 per share, which expire on January 3, 2004, (C) 2,700
shares of Common Stock at an exercise price of $3.59, which expire
January 2, 2005, (D) 3,200 shares of Common Stock at an exercise price
of $9.38, which expire January 3, 2006, (E) 2,133 shares of Common
Stock at an exercise price of $2.23, which expire December 31, 2009,
and (F) options to purchase 1,033 shares of Common Stock at an exercise
price of $2.05 per share, which expire January 2, 2008.

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

(10) Consists of (i) 700 shares of Common Stock and (ii) 11,334 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) 1,667 shares of Common Stock at an exercise price of $2.23,
which expire December 31, 2009, and (E) 1,667 shares at an exercise
price of $3.06 per share, which expire March 8, 2011.

(11) Consists of 4,333 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) 1,666 shares of Common Stock at an exercise price
of $2.23, which expire December 31, 2009, and (C) 1,667 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 2003 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 five nominees of 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 52 1992 (1)
--------------------------------------------------------------
James K. Anderson 65 1992 (1) (2) (3)
--------------------------------------------------------------
Larry Kring 61 1993 (2) (3)
--------------------------------------------------------------
Rita Cinque Kriss 36 1994 (3)
--------------------------------------------------------------
Edward R. Epstein 62 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, for a
term to expire concurrently with the directors to be elected at the Annual
Meeting (the "Series A Preferred Stock").

--------------------------------------------------------------
Name Age Director Since
---- --- --------------
--------------------------------------------------------------
Ben Nadorf 83 2000
--------------------------------------------------------------
Wayne Nadorf 27 2000
--------------------------------------------------------------

Mr. George Q Horowitz is the Chairman, Chief Executive Officer
("CEO") and President of Everlast Worldwide Inc. He served in such capacities
with Active Apparel Group, Inc., the predecessor to 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 for three consecutive years. 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 was chosen as one of the top leaders in the
fashion industry to join then President William J. Clinton for an evening
celebrating "The William Jefferson Clinton Presidential Library Foundation." 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 a member of the Whitman College Board of Overseers. He is
currently a member of the Board of Directors of the Washington Hospital
Insurance Fund, the Washington Casualty Company, an insurance company, and
Northwest Hospital, a medical hospital in Seattle, Washington. Additionally, Mr.
Anderson serves as the Chairman of the Board of Reality Based Learning Corp and
he is a director and the Chief Executive Officer of Community Health Information
Services, a health care company.

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 the present, 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. 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. Edward R. Epstein has been a director 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 1995, 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, 2001. 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, 2001, 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, 2001. 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, 2001, 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,
2001. 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, 2001, 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' membership in the Audit
Committee is based on the exemption provided by Rule 4350(d)(2)(C) of the NASD
listing standards which allows small businesses to maintain an Audit Committee
of at least two members, a majority of whom are independent. 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.

The Audit Committee met twice during the fiscal year ended
December 31, 2001. 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, 2001. 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-KSB for the fiscal year ended
December 31, 2001 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, 2001, 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 51 Secretary & Senior Vice-President of
Operations
--------------------------------------------------------------------
Matthew Mark 61 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 (Jersey Shore) Pop Warner Football League.

Mr. Matthew Mark has been Chief Financial Officer 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, 2001,
2000, and 1999.

Summary Compensation Table
Annual Compensation
-------------------

Other Annual All Other Securities
Principal Compensation Compensation Underlying
Positions (1) Year Salary ($) Bonus($) ($) ($) Options (#)
------------- ---- ---------- ------- ---- ---- -----------
George Horowitz 2001 345,600 158,620 52,918 1,389 20,000
(Chairman, President, Chief 2000 320,769 226,821 53,507 1,171 505,000
Executive Officer & Treasurer) 1999 277,697 21,000 21,068 983 40,000
Angelo Giusti 2001 143,846 7,500 0 0 5,000
(Secretary & Senior Vice 2000 128,846 5,000 0 0 0
President of Operations) 1999 121,846 3,000 0 0 3,000

Matthew Mark 2001 118,692 5,000 0 0 5,000
(Chief Financial Officer & 2000 94,577 5,000 0 0 0
Chief Accounting Officer) 1999 87,423 2,500 0 0 3,000

(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, 2001.

(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 $20,918 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).

(4) 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.

(5) 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).

(6) Consists of an aggregate of $21,068 paid by the Company, on behalf of Mr.
Horowitz, in fiscal year 1999 in connection with automobile lease
installment payments ($15,242), related insurance premiums ($1,422) and
parking expenses ($4,404).

(7) Represents premiums paid by the Company in fiscal years 2000, 1999, and
1998 on term life insurance policies for the benefit of Mr. Horowitz.

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

Number of Percent of Total
Securities Options Granted to
Underlying Employees in Exercise Or Base
Name Options Granted Fiscal Year Price ($/Share) Expiration Date
---- --------------- ----------- --------------- ---------------

George Horowitz 20,000 33.3% $3.06 3/8/11
Angelo Giusti 5,000 8.3% $3.06 3/8/11
Matthew Mark 5,000 8.3% $3.06 3/8/11

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, 2001. The following table sets forth certain
information regarding unexercised options held by each of the Named Executive
Officers at December 31, 2001.

Number of Securities
Underlying Unexercised Value of Unexercised In-
Options Held at The-Money Options at
December 31, 2001 (#) December 31, 2001 ($) (1)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

George Horowitz 585,000 20,000 6,400 800
Angelo Giusti 11,334 4,166 560 100
Matthew Mark 4,333 4,167 200 100

(1) Represents the total gain that would be realized if all the in-the-money
options held at December 31, 2001 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 $2.35 per share as reported on the Nasdaq SmallCap Market
for December 31, 2001. 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.

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, 2001, all required Section 16(a) filings by beneficial owners were
complied with.

Certain Relationships and Related Transactions

Edward R. Epstein, a Director, was paid $185,067 for legal
services for the year ending December 31, 2001.

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, 2002. 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 2001 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, 2001. 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 $105,528 for
professional services rendered for the audit of the Company's consolidated
financial statements for fiscal year ended December 31, 2001, and for the review
of interim financial statements during the fiscal year ended December 31, 2001
which are included in the Company's quarterly reports on Form 10-QSB.

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, 2001.

All Other Fees - Berenson billed the Company $65,361 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 2003 Annual
Meeting of Stockholders must be received by the Company at its principal office
in New York, New York no later than January 2, 2003 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 18, 2003.

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-KSB containing the Company's
financial statements for the year ending December 31, 2001, 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 29, 2002

By Order of the Board of Directors

/s/ George Horowitz

George Q Horowitz
President and Chief Executive Officer

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

2002 ANNUAL MEETING OF STOCKHOLDERS

JUNE 14, 2002

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 2002 Annual
Meeting of Stockholders of the Company to be held on June 14, 2002 at 10:00 A.M.
local time, at the Kitano at 66 Park Avenue (at 38th Street), New York, New York
10016, or at any adjournment, on the matters described in the Notice of 2002
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, 2002:

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: ___________, 2002

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.