SECURITIES AND EXCHANGE COMMISSION |
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TANISYS TECHNOLOGY, INC. —————————————————————————————— Payment of Filing Fee (Check the appropriate box): |
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[LETTERHEAD OF TANISYS TECHNOLOGY]February 8, 2001 Dear Stockholder: On behalf of the Board of Directors, I cordially invite you to attend the 2001 Annual Meeting of the Stockholders of Tanisys Technology, Inc. The Annual Meeting will be held on Tuesday, March 20, 2001, at 10:00 a.m., Central Standard Time, at the Barton Creek Conference Center, 8212 Barton Club Drive, in Austin, Texas. The formal Notice of the Annual Meeting is included in the enclosed material. The matters expected to be acted upon at the meeting are described in the attached Proxy Statement. During the meeting, stockholders will have the opportunity to ask questions and comment on the operations of Tanisys Technology, Inc. It is important that your views be represented whether or not you are able to be present at the Annual Meeting.Please sign and return the enclosed proxy card promptly. We appreciate your investment in Tanisys Technology, Inc. and urge you to return your proxy card as soon as possible. Sincerely, /s/Charles T. Comiso |
(1) | A proposal to elect two directors to hold office until the 2004 Annual Meeting of Stockholders, and one director to hold office until the 2003 Annual Meeting of Stockholders; |
(2) | A proposal to ratify the appointment of Brown, Graham & Company, P.C., as independent public accountants of the Company for the fiscal year ending September 30, 2001; and |
(3) | To consider and act upon any other matter which may properly come before the Annual Meeting or any adjournment thereof. The Board of Directors is presently unaware of any other business to be presented to a vote of the stockholders at the Annual Meeting. |
The items of business are more fully described in the Proxy Statement accompanying this notice. The Board of Directors has fixed the close of business on January 26, 2001, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. A complete list of the stockholders entitled to vote at the meeting will be maintained at the Company’s principal executive offices during ordinary business hours for a period of ten days prior to the meeting. The list will be open to the examination of any stockholder for any purpose germane to the meeting during this time. The list also will be produced at the time and place of the meeting and will be open during the whole time thereof. |
By Order of the Board of Directors, /s/ W. Audie Long —————————————— W. AUDIE LONG Corporate Secretary |
Name | Amount and Nature of Beneficial Ownership(1) | Percent of Class (2) | |||
---|---|---|---|---|---|
John R. Bennett | 192,450 | (3) | * | ||
Charles T. Comiso | 1,020,012 | (4) | 4.1 | % | |
Richard R. Giandana | 53,750 | (5) | * | ||
Parris H. Holmes, Jr. | 1,140,680 | (6) | 4.6 | % | |
William D. Jobe | 30,000 | * | |||
Joseph C. Klein | 96,125 | (7) | * | ||
Gordon H. Matthews | 72,500 | (8) | * | ||
Terry W. Reynolds | 52,500 | (9) | * | ||
Theodore W. Van Duyn | 220,500 | (10) | * | ||
All executive officers and directors as a group | |||||
(9 persons, representing the executive officers | |||||
and directors listed above) | 2,878,517 | (11) | 11.5 | % |
__________ |
(1) | Unless otherwise noted, each of the persons named has sole voting and investment power with respect to the shares reported. |
(2) | The percentages indicated are based on outstanding stock options exercisable within 60 days from January 22, 2001 for each individual and 24,156,784 shares of Common Stock issued and outstanding at January 22, 2001. |
(3) | Includes 56,875 shares that Mr. Bennett has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(4) | Includes 375,000 shares that Mr. Comiso has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(5) | Includes 22,500 shares that Mr. Giandana has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(6) | Includes 147,500 shares that Mr. Holmes has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(7) | Includes 74,375 shares that Mr. Klein has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(8) | Includes 72,500 shares that Mr. Matthews has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(9) | Includes 17,500 shares that Mr. Reynolds has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(10) | Includes 37,500 shares that Mr. Van Duyn has the right to acquire upon exercise of stock options, exercisable within 60 days. |
(11) | Includes 803,750 shares that 9 directors and executive officers have the right to acquire upon exercise of stock options, exercisable within 60 days. |
Directors whose terms expire at the 2001 Annual Meeting and nominees for election for terms expiring at the 2004 Annual Meeting | Position and Offices with the Company | Age | Director Since | ||||
---|---|---|---|---|---|---|---|
Gordon H. Matthews | Intellectual Property Officer | 64 | 1994 | ||||
and Director | |||||||
Charles T. Comiso | Chief Executive Officer, | 63 | 1997 | ||||
President and Director |
Director whose term expires at the 2001 Annual Meeting and nominee for election for term expiring at the 2003 Annual Meeting | Position and Offices with the Company | Age | Director Since | ||||
---|---|---|---|---|---|---|---|
William D. Jobe | Director | 63 | 2001 |
Directors whose terms expire at the 2002 Annual Meeting | Position and Offices with the Company | Age | Director Since | ||||
---|---|---|---|---|---|---|---|
Parris H. Holmes, Jr. | Chairman of the Board | 57 | 1993 | ||||
Theodore W. Van Duyn | Director | 51 | 1994 |
Name | Age | Position(s) | |||
---|---|---|---|---|---|
Charles T. Comiso | 63 | President, Chief Executive Officer and Director | |||
John R. Bennett | 40 | Vice President of Sales and Marketing | |||
Richard R. Giandana | 58 | Vice President of Human Resources and Administration | |||
Joseph C. Klein | 44 | Vice President of Operations and Engineering | |||
Terry W. Reynolds | 44 | Vice President of Finance and Chief Financial Officer | |||
Parris H. Holmes, Jr. | 57 | Chairman of the Board (1)(2) | |||
William D. Jobe | 63 | Director (1) | |||
Gordon H. Matthews | 64 | Intellectual Property Officer and Director | |||
Theodore W. Van Duyn | 51 | Director (2) |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation/Stock Option Committee |
The following are biographies of the Company’s executive officers and directors, including all positions currently held with the Company and positions held during the last five years. Charles T. Comisojoined the Company as President, Chief Executive Officer and Director in October 1997. Prior to joining the Company, Mr. Comiso served as a Senior Officer of Wyse Technology, Inc. from 1984 to September 1997. From 1995 to September 1997, Mr. Comiso served as Senior Vice President of the parent company and from 1990 to 1995 as President and Chief Executive Officer of Link Technologies, Inc., a wholly owned subsidiary of Wyse Technology, Inc. Mr. Comiso is an electrical engineer with more than 35 years of technology industry experience and also has held positions with Hewlett Packard Company, Texas Instruments, IT&T Labs and Bendix Corporation. John R. Bennett,Vice President of Sales and Marketing, joined the Company in November 1996 with many years of sales and marketing experience in the electronics, computer and peripherals businesses. Mr. Bennett became the Vice President of Sales and Marketing in October 1999. From October 1997 to September 1999, Mr. Bennett served as Vice President of Sales. Prior to being appointed Vice President of Sales in October 1997, Mr. Bennett served as Director of Sales at Tanisys. Other positions held by Mr. Bennett include Senior Consultant, IBM, from October 1995 to November 1996, Vice President, Marketing, CACTUS Inc., from August 1994 to October 1995, and National Marketing Manager and National Sales Manager, CalComp (Division of Lockheed), from July 1988 to August 1994. Richard R. Giandana, Vice President of Human Resources and Administration, joined the Company in May 1998 with many years’ experience in domestic and international human resources and education management, including experience in Europe, Australia and Latin America. He has worked in high-tech manufacturing with IBM, Xerox and Tandem Computers. Mr. Giandana was formerly a member of the faculties at the Rochester Institute of Technology in New York and Cabrillo College in California. He was also President of the Center for Training and Communication in Scotts Valley, California and has provided consulting services and training to high-tech firms in California and Texas, including hisSelling Ideas to Decision Makers seminar. Joseph C. Klein,Ph.D., joined the Company in November 1997 as Vice President of Engineering and became the Vice President of Operations and Engineering in January 2000. Dr. Klein has over 15 years of experience in the electronics and computer industry. Prior to joining the Company, Dr. Klein was Vice President of Engineering/Research and Development for PNY Technologies, Inc. from November 1994 to November 1997 and was World Wide Manager of Semiconductor Memory Product for IBM from November 1984 to November 1994. Terry W. Reynolds,CPA, joined the Company as Vice President of Finance in January 2000 and was promoted to Chief Financial Officer in January 2001. Prior to joining the Company, Mr. Reynolds served from October 1998 to December 1999 as Chief Financial Officer of Doyle Wilson Homebuilder, Inc. From September 1996 to October 1998, he was the Chief Financial Officer for Windsport, and prior to that he worked for the public accounting firms of Charles Douthitt & Co. and Arthur Andersen LLP. He has over 20 years’ experience in financial management and has also held positions with Chrysler Technologies Corporation and First Financial Corporation. Mr. Reynolds is a Certified Public Accountant licensed in the state of Texas. Parris H. Holmes, Jr. has served as Chairman of the Board since October 1997 and as Director of the Company since August 1993. Mr. Holmes has been Chairman and Chief Executive officer of Billing Concepts Corp., formerly a third-party billing clearinghouse and information management services business, since May 1996. Mr. Holmes served as Chairman of the Board of USLD Communications Corp. from September 1986 until August 1996 and continued as Chairman of the Board of USLD Communications Corp. until June 1997. |
The key elements of the Company’s executive compensation are base salary, annual incentive and long-term incentive. These key elements are addressed separately below. In determining compensation, the Committee considers all elements of an executive’s total compensation package. Base Salaries.Base salaries for executives are initially determined by evaluating executives’ levels of responsibility, prior experience, breadth of knowledge, internal equity issues and external pay practices. Base salaries are below the size-adjusted medians of the competitive market. Increases to base salaries are driven primarily by individual performance. Individual performance is evaluated based on sustained levels of individual contribution to the Company. When evaluating individual performance, the Committee considers the executive’s efforts in promoting Company values, continuing educational and management training, improving product quality, developing relationships with customers, suppliers and employees, and demonstrating leadership abilities among co-workers. As Chief Executive Officer, Mr. Comiso received $180,000 base salary and elected to defer until the fiscal year 2001 an increase in base salary provided for in his employment agreement (See “Employment Agreements”). Annual Incentive.Each year, the Committee evaluates the performance of the Company as a whole, as well as the performance of each individual executive. Factors considered include revenue growth, net profitability and cost control. The Committee does not utilize formalized mathematical formulae, nor does it assign weightings to these factors. The Committee, in its sole discretion, determines the amount, if any, of incentive payments to each executive. The Committee believes that the Company’s growth in revenue and profitability requires subjectivity on the part of the Committee when determining incentive payments. The Committee believes that specific formulae restrict flexibility and are too rigid at this stage of the Company’s development. Mr. Comiso as President and Chief Executive Officer, was awarded a bonus of $50,000 as a result of the success of the Company in fiscal 2000. Long-Term Incentives.The Company’s long-term compensation philosophy provides that long-term incentives should relate to improvement in stockholder value, thereby creating a mutuality of interests between executives and stockholders. Additionally, the Committee believes that the long-term security of executives is critical for the perpetuation of the Company. Long-term incentives are provided to executives through the Company’s 1993 Stock Option Plan and through restricted stock awards. In keeping with the Company’s commitment to provide a total compensation package that favors at-risk components of pay, long-term incentives comprise an appreciable portion of an executive’s total compensation package. When awarding long-term incentives, the Committee considers executives’ respective levels of responsibility, prior experience, historical award data, various performance criteria and compensation practices at comparable companies. Again, the Committee does not utilize formal mathematical formulae when determining the number of options/shares granted to executives. Stock Options. Stock options generally are granted at an option price not less than the fair market value of the Common Stock on the date of grant. Accordingly, stock options have value only if the price of the Common Stock appreciates after the date the options are granted. This design focuses executives on the creation of stockholder value over the long term and encourages equity ownership in the Company. In fiscal 2000, Mr. Comiso received options to purchase a total of 650,000 shares of Common Stock with exercise prices of $0.48 per share, an option to purchase 250,000 shares of Common Stock with an exercise price of $0.50 per share, and an option to purchase 300,000 shares of Common Stock at $0.52, all such options vesting 25% on each of the first four anniversaries of the date of grant. In determining the number of shares subject to the options granted to Mr. Comiso, the Committee considered numerous subjective factors indicative of Mr. Comiso’s dedication to the success of the Company. As of January 22, 2001, Mr. Comiso owned 645,012 shares of the Company’s Common Stock and, including the fiscal 2000 grants, held options to purchase a total of 1,800,000 shares. The Compensation Committee believes that this equity interest provides an appropriate link to the interests of stockholders. Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended, currently imposes a $1.0 million limitation on the deductibility of certain compensation paid to each of the Company’s five highest paid executives. Excluded from this limitation is compensation that is “performance based.” For compensation to be performance based it must meet certain criteria, including being based on predetermined objective standards approved by stockholders. In general, |
Long-Term | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Compensation Awards | All | ||||||||||||
Fiscal | Annual Compensation | Restricted Stock | Securities Underlying | Other Compensation | |||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Award(s)($) | Options (#) | ($) | |||||||
Charles T. Comiso | 2000 | $180,000 | $50,000 | 314,000 | (7) | 1,200,000 | $1,699 | (1) | |||||
President, Chief Executive | 1999 | 180,000 | 0 | — | 100,000 | 32,154 | (1) | ||||||
Officer and Director | 1998 | 172,500 | (2) | 0 | — | 500,000 | — | ||||||
John R. Bennett | 2000 | 163,083 | 0 | — | 220,000 | — | |||||||
Vice President of Sales | 1999 | 184,147 | 0 | — | 12,500 | — | |||||||
and Marketing | 1998 | 155,050 | 0 | — | 52,500 | (3) | — | ||||||
Richard R. Giandana | 2000 | 97,490 | 30,000 | — | 181,000 | — | |||||||
Vice President of | 1999 | N/A(5) | N/A | N/A | N/A | N/A | |||||||
Human Resources and | 1998 | N/A(5) | N/A | N/A | N/A | N/A | |||||||
Administration | |||||||||||||
Joseph C. Klein | 2000 | 125,000 | 30,000 | — | 240,000 | — | |||||||
Vice President of | 1999 | 120,000 | 0 | — | 30,000 | — | |||||||
Operations and Engineering | 1998 | 104,538 | (4) | 0 | — | 65,000 | — | ||||||
Terry W. Reynolds | 2000 | 70,839 | (6) | 40,540 | — | 200,000 | — | ||||||
Vice President of Finance | 1999 | N/A | N/A | N/A | N/A | N/A | |||||||
and Chief Financial Officer | 1998 | N/A | N/A | N/A | N/A | N/A |
(1) | The amount shown was reimbursement for costs associated with Mr. Comiso’s relocation from Los Altos Hills, California to Austin, Texas. |
(2) | The amount shown reflects Mr. Comiso’s compensation from October 21, 1997, the beginning date of his employment with the Company, through the end of fiscal 1998. |
(3) | Includes 25,000 stock options issued in previous years that were re-priced on September 24, 1998 to $3.50 per share. |
(4) | The amount shown reflects Dr. Klein’s compensation from November 10, 1997, the beginning date of his employment with the Company, through the end of fiscal 1998. |
(5) | Mr. Giandana’s annual compensation did not exceed $100,000 in either 1999 or 1998. |
(6) | The amount shown reflects the salary of Mr. Reynolds from January 16, 2000, the beginning date of his employment with the Company, through the end of fiscal 2000. |
7) | Mr. Comiso was granted 300,000 shares on January 12, 2000 and 100,000 shares on March 8, 2000, both of which vest one year from the date of grant. The value of the restricted stock award was determined by multiplying the closing market price of the unrestricted Common Stock on the date of the grant by the number of shares of restricted stock held. |
Stock Option Grants in Fiscal 2000The following table provides information related to stock options granted to the named executive officers during fiscal 2000: |
Individual Grants | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Options | % of Total Options Granted to Employees In Fiscal | Exercise or Base Price | Expiration | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (2) | |||||||||
Name | Granted (#)(1) | 2000 | ($/Sh) | Date | 5%($) | 10%($) | |||||||
Charles T. Comiso | 475,000 | $.48 | 12/28/06 | 92,819 | 216,307 | ||||||||
175,000 | $.48 | 12/28/06 | 34,196 | 79,692 | |||||||||
250,000 | $.50 | 01/04/07 | 50,888 | 118,590 | |||||||||
300,000 | $.52 | 06/05/07 | 63,508 | 148,000 | |||||||||
1,200,000 | 40.2 | % | 241,411 | 562,589 | |||||||||
John R. Bennett | 50,000 | $.48 | 12/28/06 | 9,770 | 22,769 | ||||||||
137,500 | $.52 | 06/05/07 | 29,108 | 67,833 | |||||||||
32,500 | $.52 | 06/05/07 | 6,880 | 16,033 | |||||||||
220,000 | 7.4 | % | 45,758 | 106,635 | |||||||||
Richard R. Giandana | 22,500 | $.48 | 12/28/06 | 4,397 | 10,246 | ||||||||
137,250 | $.52 | 06/05/07 | 29,055 | 67,710 | |||||||||
21,250 | $.52 | 06/05/07 | 4,498 | 10,483 | |||||||||
181,000 | 6.1 | % | 37,950 | 88,439 | |||||||||
Joseph C. Klein | 62,500 | $.48 | 12/28/06 | 12,213 | 28,462 | ||||||||
25,000 | $.51 | 01/04/07 | 5,191 | 12,096 | |||||||||
80,000 | $.52 | 06/05/07 | 16,935 | 39,467 | |||||||||
47,500 | $.52 | 06/05/07 | 10,055 | 23,433 | |||||||||
25,000 | $.52 | 06/05/07 | 5,292 | 12,333 | |||||||||
240,000 | 8.0 | % | 49,687 | 115,791 | |||||||||
Terry W. Reynolds | 70,000 | $.48 | 12/28/06 | 13,679 | 31,877 | ||||||||
130,000 | $.52 | 06/05/07 | 27,520 | 64,133 | |||||||||
200,000 | 6.7 | % | 41,199 | 96,010 | |||||||||
(1) | For each named executive officer, the option listed represents a grant under the Company’s 1993 Stock Option Plan. The options granted in fiscal 2000 are exercisable one-fourth on each of the four anniversaries following the date of grant. |
(2) | Calculation based on stock option exercise price over period of option assuming annual compounding. The columns present estimates of potential values based on certain mathematical assumptions. The actual value, if any, that an executive officer may realize is dependent upon the market price on the date of option exercise. |
Individual Grants | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares Acquired Upon Option Exercise | Realized Value | Number of Securities Underlying Unexercised Options at FY End(#) | Value(1) of Unexercised In-the-Money Options at FY End($) | ||||||||||
Name | (#) | (1) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||
Charles T. Comiso | 0 | N/A | 150,000 | 1,650,000 | $15,750 | $1,554,250 | |||||||
John R. Bennett | 0 | N/A | 38,125 | 246,875 | 1,969 | 278,506 | |||||||
Joseph C. Klein | 0 | N/A | 40,000 | 295,000 | 4,725 | 312,125 | |||||||
Richard Giandana | 0 | N/A | 16,875 | 206,625 | 2,756 | 231,799 | |||||||
Terry W. Reynolds | 0 | N/A | 0 | 200,000 | 0 | 248,800 |
(1) | Market value of the underlying securities at September 30, 2000 ($1.75), minus the exercise price. |
Comparison of Cumulative Total Return |
5/22/97 | 9/30/97 | 9/30/98 | 9/30/99 | 9/30/00 | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tanisys Technology, Inc. | 100.0 | 113.5 | 52.4 | 13.5 | 24.5 | ||||||
Nasdaq Stock Market Index | |||||||||||
(U.S. and Foreign) | 100.0 | 123.2 | 122.3 | 199.2 | 266.5 | ||||||
Nasdaq Electronic | |||||||||||
Components Index | 100.0 | 119.9 | 95.5 | 194.0 | 339.1 |
The foregoing graph is based on historical data and is not necessarily indicative of future performance. This graph shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulations 14A and 14C under the Exchange Act or to the liabilities of Section 18 under the Exchange Act. |
By Order of the Board of Directors /s/ W. Audie Long —————————————— W. Audie Long Corporate Secretary |
Austin, Texas |