Approval of all proposals require the affirmative vote of holders of a majority of the issued and outstanding shares of Common Stock. Abstentions and broker non-votes will have the effect of a negative vote on this proposal.
APPROVAL OF A NAME CHANGE FROM “TITAN COMPUTER SERVICES, INC.” TO “ALTITUDE INTERNATIONAL, INC”
As a result of the Share Exchange and to reflect the change in the Company’s business operations, it is proposed the Certificate of Incorporation be amended to change the Company’s name formfrom “Titan Computer Services, Inc.” To “Altitude International, Inc.” We believe that the change in the Company’s name will help further our brand identity and will reflect the major focus of our business operations, the manufacturing and distribution of products in the athletic training industry, specifically altitude training.
The Board expects to proposenominate both Lesley Visser and Joseph B. Frost for election as Director at the Special Meeting. The Board has approved the nomination of Lesley Visser and Joseph B. Frost to be presented to the Shareholders. The Director will hold office from the election until the next annual meeting, resignation, removal or until their successors have been elected and qualified. We do not know of any reason why any nominee would be unable to serve as a Director.
All of the nominees named below are current directors or officers of our Company and each nominee has indicated a willingness to serve as a director for the term to which he or she is elected, but in case any nominee is not a candidate at the meeting for any reason, the proxy holders named in our form of proxy may vote for a substitute nominee in their discretion or our Board of Directors may recommend that the number of directors to be elected be reduced.
Biographical and certain other information concerning the Company’s nominees for election to the Board of Directors is set forth below. Except as indicated below, none of our directors is a director in any other reporting companies. We are not aware of any proceedings to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.
The following table sets forth certain information regarding each director nominee:
| | Age | | Position |
David Vincent | | 67 | | CEO, CFO, Director |
Robert Kanuth | | 70 | | Chairman |
Greg Whyte | | 50 | | Director |
Joseph B. Frost | | 61 | | Nominee for Director and incoming COO (as of January 1, 2018) |
Lesley Visser | | 64 | | Nominee for Director |
David Peter Vincent, CEO and CFO
David Vincent, a Chartered Engineer, is the pioneer of high performance membrane technology for both altitude training and fire protection markets. For the past thirteen years, David has been the Managing Director at Sporting Edge UK with previous senior management positions at In BT, Andrew Corporation, Scientific Atlanta Inc, and Amstrad PLC. He was educated to BSc level in Electrical and Electronic Engineering in Plymouth, England, and at 25 became one of the youngest Chartered Engineers in the country. He has since served on Technical Committees at the British Standards Institute and has registered several patents that improve the performance of simulated altitude systems.
Robert Kanuth, Chairman
Robert Kanuth, a is an owner of Pelican Bay Suites, a hotel on Grand Bahama Island. Robert Cranston Kanuth, Jr., is a distinguished investment banker who founded and directed the highly successful Cranston Securities in the mid-1970’s. Based in his hometown of Columbus, Ohio, Bob added headquarters in Washington, D.C., while doing large scale transactions throughout the United States. The company was sold to insurance giant Kemper Corporation in 1987. He then founded Cranston Development, funding projects which restored and revitalized such cities as Richmond, VA., Savannah, GA., and Pittsburgh, PA. A Harvard alumnus, Kanuth went on to serve in the Army National Guard before launching his compelling financial career.
Greg Whyte is a well-known authority on Exercise Physiology and Sports and Exercise Performance. An internationally recognized expert in the field, Greg has extensive professional experience assessing, treating and improving the performance of patients, sporting enthusiasts and athletes.
Joseph B. Frost, Nominee for Director and Chief Operating Officer
Joseph Frost has extensive experience in the areas of client development and management, project development and coordination. Over the past 35 years, Mr. Frost has created and worked with teams of professionals focused on the development of tools and processes to reduce development risks for his clients by reducing technical gaps, improving communications between the owner, consultants and contractors with the ultimate goal of delivering a higher value product and better speed to market.
Lesley Visser, Nominee for Director
Lesley Visser is one of the most highly acclaimed female sportscasters of all-time. Her long and prestigious trailblazing career has seen her as the first and only woman to be recognized by the Pro Football Hall of Fame as the 2006 recipient of the Pete Rozelle Radio-Television Award, which recognizes “long-time exceptional contributions to radio and television in professional football.” Visser has been honored with the Compass Award for “changing the paradigm of her business” and was one of the 100 luminaries commemorating the 75th anniversary of the CBS Television Network in 2003. She was named “WISE Woman of the Year” in 2002 and voted the “Outstanding Women’s Sportswriter in America” in 1983 and won the “Women’s Sports Foundation Award for Journalism” in 1992. In 1999 she won the first AWSM Pioneer Award. Visser earned her bachelor’s degree in English from Boston College and received an honorary doctorate of Journalism from her alma mater in May 2007. She was born on Sept. 11 in Quincy, Massachusetts and currently resides in Bal Harbour, Florida with her husband, Robert Kanuth.Kanuth, a director of the Company.
CORPORATE GOVERNANCE
In accordance with applicable laws and our bylaws, the business and affairs of the Company are governed under the direction of the Board of Directors. The system of governance practices we follow is set forth in our corporate governance documents (such as our bylaws), and as the Company grows we plan to implement more corporate governance guidelines that set forth the practices our board will follow with respect to its duties, committee matters (if any), director qualifications and selection process, director compensation, director share ownership, director orientation and continuing education, executive evaluation, management succession and annual evaluation of the Board of Directors and committees. The corporate governance documents of the Company are reviewed periodically to ensure effective and efficient governance and compliance in a timely manner with all laws.
Board Leadership Structure
Our Board of Directors is led by our Executive Chairman, Robert Kanuth. As Executive Chairman, Mr. Kanuth (a) has the responsibility to call and preside over meetings of our Board of Directors, (b) preside over our annual meetings, (c) has primary responsibility in setting board agendas in consultation with our Chief Executive Officer, (d) has the ability to represent us with external stakeholders if approved by our Board of Directors, and (e) has the responsibility to seek input from other independent directors (if any), facilitate discussions among the directors, and communicate such viewpoints to our Chief Executive Officer. We believe that this leadership structure (a) enhances the functionality of our Board of Directors, (b) strengthens communications between the board and our Chief Executive Officer, and (c) strengthens our board’s independence from management. In addition, this structure allows our Chief Executive Officer, David Vincent, to focus his efforts on running our business and managing us in the best interests of our shareholders. Our Board of Directors believes that its current structure is the appropriate one at this time.
Nominating Process and Board Diversity
The existing directors generally identify director candidates based upon suggestions from current directors and senior management, recommendations by shareholders or use of a director search firm. Shareholders who wish to suggest qualified candidates may write to the attention of the Chairman at 515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301. All recommendations should state in detail the qualifications of such person for consideration by the committee and should be accompanied by an indication of the recommended person’s willingness to serve if elected. The committee will consider candidates recommended by shareholders in the same manner that it considers all director candidates.
Candidates for director are reviewed in the context of the current composition of our Board of Directors, our operations, and the long-term interests of our shareholders. We do not have a policy regarding the consideration of diversity in identifying director nominees.
Director Independence
Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, our Board of Directors has determined that we currently have one independent director as the term “independent” is defined by the rules of the OTCQX. An “independent” director shall mean a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. If both of the proposed new directors (Ms. Visser and Mr. Frost) are confirmed, the Company will have two independent directors.
Communications with our Board of Directors
You may contact our Board of Directors or any director by mail addressed to the attention of our Board of Directors or the specific director identified by name or title, at 515 E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301. All communications will be submitted to our Board of Directors or the specified director on a periodic basis.
Board Meetings and Attendance
The Company did not hold any in-person Board of Directors meetings in 2017 although Mr. Kanuth and Mr. Vincent spent several days together in meetings and discussion company activities. Given the distance in location between the directors, corporate actions have occurred by unanimous written consent and communication has occurred largely by telephone or video conference.
Director Attendance at Shareholder Meeting
We do not have a formal policy regarding attendance of directors at our annual meeting of shareholders or any special meetings of shareholders, although we encourage attendance. It is anticipated that the board members will join the meeting via telephone.
Committees of the Board of Directors Currently, there are no existing committees for the Company.
Role of the Board in Risk Oversight
One of the key functions of our Board of Directors is informed oversight of our risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as, through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure and has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Board of Directors also monitors compliance with legal and regulatory requirements. Our Board of Directors also monitor the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Board of Directors assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Certain Relationships and Related Party Transactions
The Company has financed its cash requirements from the sale of common stock and advances from related parties, including the Company’s current and past directors. Additionally, Lesley Visser (a nominee for a director position) and Robert Kanuth (the Chairman of the Board of Directors) are married.
Involvement in Certain Legal Proceedings
During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
• the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
• convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
• subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
• found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
• the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
• the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
The Company does not have a separate audit committee or audit committee financial expert, a compensation committee, or a nominating and governance committee. Because of the nascent nature of the Company’s operations, the officer and directors of the Company have been very involved in all aspects of the business and each serves as a de facto member of each committee in their decision-making. Because of the small number of board members, they have not felt the need to designate specific committees at this point, although they plan to as the Company grows and according to the board’s further evaluation.
Limitation of Liability of Directors and Officers and Indemnification
Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a Director or Officer of the Corporation, or then serves or has served on behalf of the Corporation in such capacity at the request of the Corporation, shall be indemnified by the Corporation against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of New York. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.
At present there is no pending litigation or proceeding involving any of the current or former directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Our current Directors owned shares in Altitude and received shares of Company common stock upon the closing of the Share Exchange. It is expected that further allocations or compensation arrangements will be made on an annual basis, based on the success achieved by the company, although no formal agreements exist.
Directors will receive reimbursement of expenses properly incurred in their duties as Board members or in the seeking of sales via their existing contact networks. Such payments are to be pre-approved by the CEO.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares our common stock owned beneficially as of December 15, 2017 by: (i) our directors and executive officer; and (ii) each person or group of persons known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
5% Shareholders | |
Name and Address of Beneficial Owner | | Title of Class | | Amount and Nature of Beneficial Ownership | | | Percent of Class after the Merger (%) | |
David Vincent | | Common stock | | | 11,349,965 | | | | 52.235 | % |
| | Common stock | | | 49,976 | | | | .230 | % |
Rosenweiss Capital | | Common Stock | | | 1,529,915 | | | | 7.041 | % |
Amy Freedman | | Common stock | | | 2,889,907 | | | | 13.346 | % |
Hershel Weiss | | Common Stock | | | 1,471,248 | | | | 6.771 | % |
Greg Whyte | | Common stock | | | 24,988 | | | | .115 | % |
SEC Rule 13d‑3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC and with any exchange on which the Company’s securities are traded. Officers, directors and persons owning more than 10% of such securities are required by SEC regulation to file with the SEC and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. To our knowledge, based solely upon our review of the copies of such reports furnished to us, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were not complied with.
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION Executive officers are not currently receiving a base salary or compensation, although the Chief Operating Officer will receive a base salary when he begins his employment on January 1, 2018.
The company has no existing employment agreements with Dave Vincent, its Chief Executive Officer. It has executed an offer letter with its Chief Operating Officer (“COO”) who has an anticipated start date of January 1, 2018. Under the terms of that offer letter, the COO will be paid $125,000 per year and will receive 1,000,000 shares of company common stock.
Biographies of our current Chief Executive Officer, David Vincent, and our Chief Operating Officer, Joseph B. Frost, are included earlier in this section regarding the Director appointments.
PROPOSAL IV
CHANGING CORPORATE DOMICILE FROM NEW YORK TO DELAWARE
At the Special Meeting, the stockholders of the Company will be asked to approve a proposal to change the domicile of the Company from New York to Delaware, to be effected at the Board of Directors’ discretion and in the manner approved by the Board of Directors. Management of the Company has recommended the change in domicile as an efficiency and cost saving measure. The Company’s Board of Directors has determined that the benefits of remaining a New York corporation do not outweigh the filing difficulties or escalating costs associated with being incorporated in the State of New York. The change of domicile shall take place after the Company has successfully changed its name under New York Law, at a time to be approved at the Board of Director’s discretion.
The Board of Directors has determined that the corporation laws of the State of Delaware would offer substantially the same protections and benefits to the Company as the corporation laws of the State of New York. Consequently, the Board of Directors has determined that the Company should change its domicile from the State of New York to the State of Delaware, and the board unanimously recommends that Stockholders vote FOR the proposal to change the Company’s domicile from New York to Delaware.
PROPOSAL V
APPROVE 2017 INCENTIVE STOCK PLAN
Shareholders are being asked to approve and ratify the 2017 Incentive Stock Plan (the “2017 Option Plan”) to make available 3,000,000 shares of the Company’s authorized but unissued Common Stock for purchase upon the exercise of options granted under the Plan. The Company’s Board of Directors authorized the 2017 Incentive Stock Plan covering 3,000,000 shares of common stock. The purpose of the plan is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.
Summary of the 2017 Incentive Stock Plan
The following summary of the 2017 Incentive Stock Plan is qualified in its entirety by reference to the applicable provisions of the plan document which is attached as Annex B to this Proxy Statement.
The 2017 Incentive Stock Plan provides for the grant of two types of options: (1) Incentive Stock Options, which are options that meet the requirements of Section 422 of the Code, and (2) Nonstatutory Options. Shareholder approval will make available a total of 3,000,000 shares of the Company’s authorized but unissued Common Stock for purchase upon exercise of options granted under the 2017 Incentive Stock Plan. The term of the 2017 Incentive Stock Plan is ten years, subject to earlier termination by the Board.
Incentive Stock Options may be granted to employees of the Company or a related corporation. Non-Qualified Stock Options may be granted to employees of the Company, a related corporation, or affiliated companies. In any fiscal year, no employee may receive options to purchase more than $100,000 worth of shares of Common Stock and no option may be granted with an exercise price less than the fair market value measured on the date of the grant.
The 2017 Incentive Stock Plan will be administered by Board of Directors. The Board will have authority to construe, amend or terminate the 2017 Incentive Stock Plan. A written agreement will evidence each option and determine whether the option is an Incentive Stock Option or Non-Qualified Stock Option.
Options will expire no longer than 10 years from the date of grant; provided that no Incentive Stock Option granted to a greater-than-10% shareholder will expire later than 5 years from the date of grant. Vested options generally will terminate upon the first to occur of: (1) expiration of the option; (2) three months following the optionee’s termination of employment, other than as a result of death or disability; or (3) six months following the optionee’s death or cessation of employment by reason of disability.
Options granted under the 2017 Incentive Stock Plan will be no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually unless the Board determines otherwise. The Committee may accelerate vesting. Upon a change in control, all options outstanding at the date thereof will become fully vested and exercisable. The purchase price of option shares must be paid by wire transfer, except to the extent another method is permitted by the Board.
Effective Date
If approved by the stockholders of the Company, the Stock Plan will be effective as of the date of approval by the Board of Directors. If not approved by the stockholders, any previously issued awards will be terminated, and no awards will be made under the Stock Plan.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ABOVE DESCRIBED PROPOSALS.
VOTING INSTRUCTIONS
Mail – Date, sign and mail your proxy card in the envelope provided as soon as possible
-or-
Internet – Access www.vstocktransfer.com/proxy, click on Vote Your Proxy and follow the on-screen instructions to enter your Control Number. Have your proxy card available when you access the web page.
Further information on voting included in the proxy card that will be mailed to all shareholders (a sample of which is below).