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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Section 240.14a-12
Trans-Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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5) Total fee paid:
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[ ] 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:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
[TRANS INDUSTRIES INC. LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of TRANS-INDUSTRIES, INC:
Notice is hereby given that the Annual Meeting of Stockholders of
Trans-Industries, Inc. will be held at the Vultron Company offices, 1800 Opdyke
Court, Auburn Hills, Michigan, on July 20, 2005, at 11:00 a.m., for the
following purposes:
1. The election of six directors, three of whom will be elected by the
holders of shares of the Company's Common Stock, par value $0.10 per
share, voting separately as a class, and three of whom will be elected
by the holders of shares of the Company's Series B Convertible
Preferred Stock, par value $1.00 per share, voting separately as a
series, for a one-year term ending at the 2006 annual meeting or until
their successors are duly elected and qualified;
2. To grant discretionary authority to adjourn the meeting; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
At the meeting, management will also review our operations, discuss
the financial statements for the fiscal year ended December 31, 2004, and report
on our results of operations for the six month period ended June 30, 2005, as
well as plans for the future. A question and answer session for stockholders
will follow.
The Board of Directors has fixed the close of business on June 10,
2005 as the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors,
/s/ Robert Anderson
-------------------
Auburn Hills, Michigan Robert Anderson,
Dated: June 17, 2005 Secretary
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE URGED TO SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ENCLOSED ENVELOPE.
TRANS-INDUSTRIES, INC.
1780 OPDYKE COURT
AUBURN HILLS, MI 48326
PROXY STATEMENT
MAILED ON JUNE 17, 2005
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 20, 2005
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Trans-Industries, Inc. (the "Company"), a
Delaware corporation, of proxies for the Annual Meeting of its Stockholders to
be held on July 20, 2005, and any adjournments thereof for the purpose of
considering and acting upon the matters specified in the Notice of Annual
Meeting of its Stockholders accompanying this Proxy Statement.
This Proxy Statement and the accompanying form of proxy are being
mailed to stockholders on or about June 17, 2005.
PROXY SOLICITATION
Only stockholders of record as of June 10, 2005 will be entitled to
vote at the Annual Meeting or any adjournments thereof. All proxies in the
enclosed form which are properly executed and returned to the Company will be
voted at the Annual Meeting, and any adjournments thereof, in accordance with
any directions thereon, or, if no directions are made, will be voted FOR
approval of Proposals 1 and 2 set forth in the Notice of Annual Meeting. The
Company's Certificate of Incorporation does not provide for cumulative voting
rights. Stockholders who execute proxies may revoke them at any time before they
are voted. The enclosed proxy is revocable by a stockholder at any time prior to
the exercise thereof by submitting a written notice of revocation, a
subsequently executed proxy to the Secretary of the Company or by attending the
Annual Meeting and voting in person. Signing and mailing the proxy will not
affect a stockholder's right to give a later proxy or attend the Annual Meeting
and vote in person. If a stockholder executing a proxy attends the meeting and
votes in person, the proxy will not be used. As of the close of business on June
10, 2005, the record date, the Company had outstanding 3,139,737 shares of
Common Stock, par value $0.10 per share (the "Common Stock") and 193,799 and
166,667 shares of Series B and B-1, respectively, Convertible Preferred Stock,
par value $1.00 (the "Series B Convertible Preferred Stock"). Each share of
Series B Convertible Preferred Stock is convertible at the option of the holder
into three shares of Common Stock. Consequently, the Series B Convertible
Preferred is convertible into 1,081,398 shares of Common Stock. Each share of
Common Stock is entitled to one vote and each share of Series B Convertible
Preferred Stock has the right to vote on an as converted basis with respect to
each matter to be voted on at the Annual Meeting. With respect to Proposal 1,
the holders of the Common Stock, voting separately as a class, are entitled to
elect three Directors to the Board of Directors and the holders of Series B
Convertible Preferred Stock, voting separately as a series, are entitled to
elect three Directors to the Board of Directors.
At the Annual Meeting, in accordance with the Delaware General
Corporation Law and the Company's Certificate of Incorporation, the inspectors
of election appointed by the Board of Directors for the Annual Meeting will
determine the presence of a quorum and will tabulate the results of stockholder
voting. Pursuant to the Company's Amended and Restated By-Laws (the "By-Laws"),
at the Annual Meeting the holders of a majority of the outstanding shares of
Common Stock and Series B Convertible Preferred on an as converted basis
entitled to vote at the Annual Meeting, present in person or by proxy,
constitute a quorum. The shares represented at the Annual Meeting by proxies
which are marked, with respect to the election of
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Directors, as "withheld" or, with respect to any other Proposal, "abstain," will
be counted as shares present for purposes of determining whether a quorum is
present.
Under the rules of the Nasdaq Stock Market, Inc. ("NASDAQ"), brokers
who hold shares in street name for beneficial owners have the authority to vote
on certain items when they have not received instructions from such beneficial
owners. Under applicable Delaware law, if a broker returns a proxy and has not
voted on a certain Proposal, such broker non-votes will count for purposes of
determining whether a quorum is present.
Pursuant to the Company's By-Laws, at the Annual Meeting, subject to
the above-referenced right of the Series B Convertible Preferred Stock holders
to elect three of the Board members, a plurality of the votes cast is sufficient
to elect a nominee as a Director. In the election of Directors, votes may be
cast in favor or withheld. Votes that are withheld or broker non-votes will have
no effect on the outcome of the election of Directors. Pursuant to the Company's
By-Laws, all other questions and matters brought before the Annual Meeting will
be decided by the vote of the holders of a majority of the outstanding shares
entitled to vote thereon present in person or by proxy at the Annual Meeting,
unless otherwise provided by law or by the Certificate. In voting on matters
other than the election of Directors, votes may be cast in favor, against or
abstained. Abstentions will count as present for purposes of the Proposal on
which the abstention is noted and will have the effect of a vote against the
Proposal. Broker non-votes are not counted as present and entitled to vote for
purposes of determining whether such a Proposal has been approved and will have
no effect on the outcome of such Proposal.
The cost of soliciting proxies in the form accompanying this Proxy
Statement will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited by Directors, officers and regular employees of the
Company in person or by mail, telephone, telegraph, facsimile or electronic
mail, following the original solicitation.
SHARE OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth information with respect to Common
Stock owned on May 31, 2005, unless otherwise noted, by each person known by the
Company to own beneficially more than 5% of the Company's outstanding Common
Stock at such date, the number of shares owned by each such person and the
percentage of the outstanding shares represented thereby. The table also lists
beneficial ownership of Common Stock by each of the Company's Directors, each
nominee for election as a Director, each executive officer named in the summary
compensation table set forth in this Proxy Statement, and all Directors and
executive officers as a group. Unless indicated otherwise, the address of each
director and executive officer is 1780 Opdyke Court, Auburn Hills, MI 48326.
3
SHARE OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
SHARES OF COMMON PERCENTAGE OF
NAME AND ADDRESS OF STOCK BENEFICIALLY COMMON STOCK OWNED
BENEFICIAL OWNER OWNED AS OF MAY 31, 2005 (1)
- ------------------- ------------------ ----------------------
Dale S. Coenen 1,568,278(2) 30.1%(2)
Duncan Miller 495,938 11.7%
Trans Industries Profit
Sharing Plan 340,694 8.1%
Harry E. Figgie, Jr. 2,000,614(3) 44.5%(3)
Kai Kosanke 34,392(4) 0.8%(4)
Joseph Trimai 14,000(5) 0.3%(5)
Robert Ruben 20,000 0.5%
Jack Stratford 5,000(6) 0.1%(6)
Richard Solon 10,000(7) 0.2%(7)
James O'Brien 20,000 0.5%
H. Sean Mathis -0- N/A
All directors and
executive officers as a
group (9 persons) 3,672,284(8) 66.5%(8)
(1) The percentage calculations reflect total outstanding shares of Common
Stock of 4,221,135, calculated by adding 3,139,737 outstanding shares,
plus 581,397 shares on an as converted basis from Series B Convertible
Preferred Stock ("Series B Stock"), plus 500,001 shares on an as
converted basis from Series B-1 Convertible Preferred Stock ("Series
B-1 Stock").
(2) Pursuant to the Stock Purchase Agreement entered into between Mr.
Coenen and the Company on May 23, 2005, Mr. Coenen will use
approximately $890,000 to purchase newly-issued shares of Common Stock
at a purchase price equal to the greater of the closing price of the
Common Stock on the day before the purchase, the average closing price
of the Common Stock for the thirty calendar day period preceding the
purchase, or, in the event the purchase will equal or exceed 20% or
more of the Common Stock or voting power previously outstanding, the
per share book value of the Common Stock. The current book value is
approximately $0.90 per share of Common Stock. The Company expects
this purchase to be completed by June 30, 2005. If the purchase price
was to be determined as of May 31, 2005, the purchase price would be
approximately $0.90 per share and Mr. Coenen would purchase
approximately 988,889 shares of Common Stock and that number is
included for the purposes of the above calculations.
(3) Includes 581,397 shares on an converted basis from Series B Stock,
500,001 shares on an as converted basis from Series B-1 Stock, plus
270,348 shares issuable under immediately exercisable Warrants, all
held by Harry E. Figgie, Jr. trustee under the Trust Agreement dated
July 15, 1976, as modified (the "Investor"). Also includes 495,938
shares that Clark-Reliance Corporation ("Clark-Reliance"), an
affiliate of Mr. Figgie and the Investor, has the obligation to
acquire from Duncan Miller. Clark-Reliance and Mr. Miller are parties
to an agreement that provides that Clark-Reliance's obligation to
purchase 495,938 shares from Mr. Miller would be terminated if
Clark-Reliance purchases shares from the Company or its profit sharing
plan with an aggregate fair value of approximately $1,240,000 on or
before December 1, 2005. The Company and Clark-Reliance have not
entered into an agreement or negotiated any definitive terms regarding
any purchase of shares by Clark-Reliance.
(4) Includes 20,000 shares of Common Stock which Mr. Kosanke has the right
to acquire within 60 days of May 31, 2005 through the exercise of
stock options.
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(5) Includes 11,000 shares of Common Stock which Mr. Trimai has the right
to acquire within 60 days of May 31, 2005 through the exercise of
stock options.
(6) Includes 5,000 shares of Common Stock which Mr. Stratford has the
right to acquire within 60 days of May 31, 2005 through the exercise
of stock options.
(7) Includes 10,000 shares of Common Stock which Mr. Solon has the right
to acquire within 60 days of May 31, 2005 through the exercise of
stock options.
(8) Includes 1,801,175 shares of Common Stock which members of the group
have the right to acquire through the exercise of stock options and
other rights described above.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, six directors will be elected to hold office
until the next annual meeting and until their successors have been elected and
qualified. It is the intention of the persons named in the enclosed form of
proxy to vote for the election, as directors, of the persons named in the table
below. In case any such nominee should become unavailable for any reason, which
the management has no reason to anticipate; the proxy holders reserve the right
to substitute another person of their choice in his place. The persons named in
the table below are all of the current directors and executive officers of the
Company. The information concerning the nominees and their security holdings has
been furnished to the Company by the nominees. Mr. Robert Reuben has informed
the Company that, due to time commitments, he intends to retire from our Board
as soon as the Company is able to find a suitable replacement that is willing to
serve on our Board. A suitable new candidate for the Board was not found in the
short time period since Mr. Reuben announced his intention to the Company and
accordingly Mr. Reuben has been nominated for re-election. Once a suitable new
candidate is found, Mr. Reuben intends to retire from the Board and the Board
intends to appoint the candidate as his replacement.
PRINCIPAL OCCUPATION AND
NAME OF ORGANIZATION DIRECTOR
NAME AND AGE IN WHICH CARRIED ON SINCE
- ----------------------------- ----------------------------------------- --------
Richard A. Solon (51)........ Chairman of the Board, Chief Operating 2004
Officer and President of the Company
Dale S. Coenen (76).......... Director, private investor, retired as 1967
Chairman of the Board and Chief
Executive Officer of the Company in
March 2005
Harry E. Figgie, Jr. (81).... Director, private investor, Chairman of 2000
the Board, Clark Reliance Corporation
a manufacturer of liquid flow meters and
valves
James O'Brien (60)........... Director, Managing Director of Catapult 2004
Advisors, LLC, an investment bank company
H. Sean Mathis (58).......... Director, President of Litchfield Asset 2005
Holdings, an investment advisory company,
and Managing Director of Miller, Mathis &
Co., LLC, a restructuring investment
banking firm
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PRINCIPAL OCCUPATION AND
NAME OF ORGANIZATION DIRECTOR
NAME AND AGE IN WHICH CARRIED ON SINCE
- ----------------------------- ----------------------------------------- --------
Robert J. Ruben (81)......... Retired judge; arbitrator, retired as 2001
Secretary of the Company in June 2002
Each of the directors has been engaged in the principal occupation set
forth above for more than the past five years except for Mr. O'Brien and Mr.
Solon. Mr. O'Brien, prior to being Managing Director for Catapult Advisors, LLC
beginning in January 2003, was the owner of The Wellston Group, a consulting
group from 1995 to December 2002; and Chief Operating Officer of Swingster
Company, a manufacturer and distributor of corporate logo merchandise, from 1994
through 1995. Additionally, Mr. O'Brien serves on the Board of Directors of
Young Innovations, Inc. and has done so since 1998. Young Innovations develops,
manufactures, and markets supplies and equipment used to facilitate the practice
of dentistry and to promote oral health. Mr. Solon, from 2000 to 2004 was
president and CEO of Orion Bus Industries, a manufacturer of transit buses.
Prior to his employment with Orion, Mr. Solon was president of Snorkel
International, a manufacturer of aerial lift equipment. From 1989 to 1993, Mr.
Mathis was President of Ameriscribe Corp., an NYSE-listed company. From 1991 to
1993, Mr. Mathis was President of RCL, a predecessor of Allied Digital
Technologies, and from 1993 to 1995 he was President of RCL Capital Corporation
until it merged with DISC Graphics. Mr. Mathis was Chairman of Universal Gym
Equipment from 1996 to 1997 and Chairman of Allis Chalmers, Inc. from 1996 to
1999. From June 2002 until January 2004, Mr. Mathis was a Managing Director at
Financo and then at Morgan Joseph.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOREGOING
NOMINEES FOR MEMBERSHIP TO THE BOARD OF DIRECTORS. A PLURALITY OF THE VOTES
REPRESENTED AT THE MEETING IS REQUIRED TO ELECT A NOMINEE AS A DIRECTOR.
BOARD OF DIRECTORS AND COMMITTEES
MEETINGS OF THE BOARD OF DIRECTORS
In addition to various informal conferences and meetings, the Board of
Directors held six regular meetings during 2004. Mr. Dale S. Coenen and Mr.
Robert Ruben attended all of such meetings. Mr. Harry E. Figgie Jr., Mr. Richard
A. Solon and Mr. James O'Brien did not attend the first meeting held in 2004 as
they were not directors at that time. Of the remaining five meetings, Mr. Solon
and Mr. O'Brien attended all such meetings and Mr. Figgie attended four of the
meetings.
DIRECTOR INDEPENDENCE
The Board of Directors will review the independence of its members on
an annual basis. No director will be deemed to be independent unless the Board
affirmatively determines that the director in question has no material
relationship with the Company, directly or as an officer, stockholder, member or
partner of an organization that has a material relationship with the Company
which will interfere with that person's exercise of independent judgment. The
Board applies the criteria for independence established by NASDAQ (where the
Company's common stock is listed for trading) and all other applicable laws,
rules and regulations.
In its annual review of director independence, the Board considers all
commercial, banking, consulting, legal, accounting, charitable or other business
relationships any director may have with the Company. As a result of its annual
review, in June 2005, the Board determined that all of the directors were
independent, with the exception of Messrs. Richard A. Solon and Dale S. Coenen
because they were
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executive officers of the Company. Mr. Solon continues to be an executive
officer, while Mr. Coenen, who retired as an executive officer in March 2005,
cannot be considered an independent director under NASD rules because he was an
executive officer within the three past fiscal years. In making its independence
determination with respect to Harry E. Figgie, Jr., the Board considered (i) Mr.
Figgie's ownership of shares of Common Stock, (ii) certain arrangements pursuant
to which Mr. Figgie or an affiliate of his may acquire additional shares of
capital stock of the Company, and (iii) certain arrangements to which Mr. Figgie
or an affiliate of his is a party that relate to voting of shares of capital
stock of the Company that include provisions which provide Mr. Figgie or his
affiliates with the right to elect one-half of the Board of Directors, control
the selection of individuals for certain management positions and certain other
rights that relate to voting of shares of capital stock of the Company and/or
grant certain rights with respect to the Company to Mr. Figgie or an affiliate
of his.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has four standing committees: (i) an Audit
Committee; (ii) a Compensation Committee, (iii) a Nominating Committee and (iv)
a Management Committee.
The Audit Committee is currently composed of James O'Brien (Chairman),
H. Sean Mathis, and Robert Ruben. The Board of Directors has determined in June
2005, that the Audit Committee is comprised entirely of independent directors as
defined under the NASDAQ listing standards and Section 10A(m)(3) of the
Securities Exchanges Act of 1934, as amended. The Board of Directors, in June
2005, has determined that James O'Brien is the audit committee financial expert
for the Company, as defined by the SEC and he qualifies as an independent
Director. The Board of Directors also certifies that Mr. O'Brien meets the
requirements of a "financially sophisticated audit committee member" under the
NASDAQ listing standards. The Audit Committee is charged with assisting the
Board in its oversight of (i) the qualifications, independence and performance
of the Company's independent accountants and the performance of the Company's
internal auditors and internal audit function; (ii) the integrity of the
Company's financial statements and the Company's financial reporting processes
and systems of internal control; and (iii) the Company's compliance with legal
and regulatory requirements. The Audit Committee provides an avenue of
communications among management, the independent accountants, the internal
auditors and the Board. In carrying out its responsibilities, the audit
committee also meets with the independent auditors in executive session, without
members of management present. The Audit Committee met five times during 2004.
The Compensation Committee is composed of Harry E. Figgie Jr.
(Chairman), Robert Ruben and Jim O'Brien. The Compensation Committee is
comprised entirely of independent directors, as defined under the NASDAQ listing
standards. The Compensation Committee is charged with assisting the Board in;
(i) developing and periodically reviewing compensation policies for the Company,
including stock options, consistent with and linked to the Company's strategies;
(ii) evaluating the performance of the Company's Chief Executive Officer ("CEO")
and determining his compensation annually; (iii) recommending the compensation
of the Company's other officers to the Board annually; (iv) reviewing
management's recommendations on executive compensation policies and programs;
(v) recommending to the Board the fees to be paid to outside directors; and (vi)
reviewing benefit plan administration. The Compensation Committee met once
during 2004.
The Nominating And Corporate Governance Committee is composed of
Robert Ruben (Chairman), James O'Brien and Harry E. Figgie Jr. The Nominating
and Corporate Governance Committee is composed entirely of independent directors
as defined under the NASDAQ listing standards. The Nominating and Corporate
Governance Committee is charged with assisting the Board in (i) establishing
criteria for Board membership; (ii) searching for and screening candidates to
fill vacancies on the Board; (iii) recommending an appropriate slate of
candidates for election each year; (iv) evaluating the performance of individual
directors; (v) assessing the overall performance of the Board; (vi) considering
issues regarding the composition and size
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of the Board; and (vii) monitoring a process to assess Board effectiveness. In
addition, the Nominating and Corporate Governance Committee evaluates and makes
recommendations to the Board of Directors regarding the development and adoption
of corporate governance and ethical principles applicable to the Company
including its Code of Conduct & Compliance. The Nominating and Corporate
Governance Committee has a written charter which addresses the director
nomination process and such related matters as are required under all applicable
securities laws, rules and regulations. The Nominating Committee met once during
2004.
The Management Committee is composed of Dale S. Coenen, James O'Brien
and Harry E. Figgie, Jr. Mr. Figgie is the Chairman of the Management Committee
and has the right to appoint two of the three members of the Management
Committee. The Management Committee shall meet bi-monthly during months the full
Board of Directors does not meet. Company management shall consult with, and
report to, the Management Committee as requested by the Management Committee.
Notwithstanding the foregoing, the ultimate decision making authority for the
Company rests with Board of Directors.
NOMINATION OF DIRECTORS
As indicated previously, the holders of a majority of the Series B
Convertible Preferred Stock voting as a separate series are entitled to elect
three of the six members of the Company's Board of Directors. With respect to
the remaining members of the Board of Directors who will be elected by the
holders of the Company's Common Stock voting as a separate class, such directors
will be nominated by the Board of Directors or by stockholders in accordance
with the Bylaws of the Company. As a matter of course, the Nominating and
Corporate Governance Committee reviews the qualifications of various persons to
determine whether they might make good candidates for consideration for
membership on the Board of Directors. The Nominating and Corporate Governance
Committee will review all proposed nominees for the Board of Directors,
including those proposed by stockholders, in accordance with its mandate
contained in its charter. This will include a review of the person's judgment,
experience, independence, understanding of the Company's business or other
related industries and such other factors as the Nominating and Corporate
Governance Committee determines are relevant in light of the needs of the Board
of Directors and the Company. The Nominating and Corporate Governance Committee
will select qualified candidates and review its recommendations with the Board
of Directors, which will decide whether to invite the candidate to be a nominee
for election to the Board of Directors.
The Nominating and Corporate Governance Committee does not rely on a
fixed set of qualifications for director nominees. The Committee's primary
mandate with respect to director nominees is to create a Board with a broad
range of skills and attributes that is aligned with the Company's needs. The
minimum qualifications for director nominees is that they (i) be able to
dedicate the time and resources sufficient for the diligent performance of the
duties required by a member of the Board of Directors, (ii) not hold positions
that conflict with their responsibilities to the Company, and (iii) comply with
any other minimum qualifications for either individual directors or the Board as
a whole mandated by applicable laws and regulations.
The Nominating and Corporate Governance Committee's process for
evaluating nominees for director, including nominees recommended by
stockholders, is to consider an individual's skills, character professional
ethics, judgment, leadership experience, business experience, knowledge of
issues facing publicly traded companies, and other relevant criteria as they may
contribute to the Company's success. This evaluation is performed in light of
the Committee's views as to what skill set and other characteristics would most
complement those of the current directors. Ultimately, the Nominating and
Corporate Governance Committee will select prospective Board members who it
believes will be effective, in conjunction with the other members of the Board,
in collectively serving the long-term interests of the Company's stockholders.
If the Nominating and Corporate Governance Committee receives a
nominee recommendation from a stockholder or group of stockholders that have
beneficially owned more than 5% of the Company's voting
8
common stock for at least one year as of the date of the recommendation, the
name of the candidate, the name(s) of the stockholder(s) who recommended the
candidate and whether the Nominating and Corporate Governance Committee chose to
nominate the candidate will be provided, if the consent of both the
stockholder(s) and the candidate have been received.
For a stockholder to submit a candidate for consideration by the
Nominating and Corporate Governance Committee for nomination for election as a
director at the 2006 Annual Meeting, a stockholder must notify the Company's
secretary no later than December 12, 2005. Notices should be sent to: Secretary,
1780 Opdyke Court, Auburn Hills, MI 48326. The notice must contain, at a
minimum, the following:
- the name, age, business address and residence address of the
proposed nominee;
- the principal occupation or employment of the proposed nominee;
- the number of shares of the Company which are beneficially owned
by such candidate;
- a description of all arrangements or understandings between the
stockholder(s) making such nomination and each candidate and any
other person or persons (naming such person or persons) pursuant
to which nominations are to be made by the stockholder;
- detailed biographical data and qualifications and information
regarding any relationships between the candidate and the Company
within the past three years;
- any other information relating to the proposed nominee that would
be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder;
- any other information the stockholder believes is relevant
concerning the proposed nominee;
- a written consent of the proposed nominee(s) to being named as a
nominee and to serve as a director if elected;
- whether the proposed nominee is going to be nominated at the
annual meeting of stockholders or is only being provided for
consideration by the Nominating and Corporate Governance
Committee;
- the name and record address of the stockholder who is submitting
the notice;
- the class or series and number of shares of voting stock of the
Company which are owned of record or beneficially by the
stockholder who is submitting the notice and the date such shares
were acquired by the stockholder and if such person is not a
stockholder of record or if such shares are owned by an entity,
reasonable evidence of such person's ownership of such shares or
such person's authority to act on behalf of such entity; and
- if the stockholder who is submitting the notice intends to
nominate the proposed nominee at the annual meeting of
stockholders, a representation that the stockholder intends to
appear in person or by proxy at the annual meeting to nominate the
proposed nominee named in the notice.
9
COMMUNICATIONS WITH THE BOARD
In order to provide the Company's stockholders and other interested
parties a direct and open line of communication to the Board of Directors, we
have adopted the following procedures for communications with the Board.
Stockholders of the Company and other interested persons may
communicate with the chairman of the Nominating Committee, Audit Committee or
Compensation Committee or with the independent directors as a group by sending
such communication by regular mail or overnight delivery service to: the
Corporate Secretary, Trans-Industries, Inc., 1780 Opdyke Court, Auburn Hills, MI
48326. The mail should specify which of the foregoing the intended recipient is.
All communications received in accordance with these procedures will
be reviewed initially by Richard A. Solon, or Kai Kosanke who will relay all
such communications to the appropriate director or directors unless he
determines that such communication:
- Does not relate to the business or affairs of the Company or the
functioning or constitution of the Board of Directors or any of its
committees; or
- Relates to routine or insignificant matters that do not warrant the
attention of the Board of Directors.
ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT THE ANNUAL MEETING OF
STOCKHOLDERS
The Company encourages each member of the Board of Directors to attend
each annual meeting of stockholders. All of the Company's current directors who
were members of the Board at last year's annual meeting of stockholders held on
January 19, 2005 were in attendance.
CODE OF CONDUCT & COMPLIANCE
The Sarbanes-Oxley Act and related rules adopted by the Securities and
Exchange Commission (the "SEC") require publicly traded companies to disclose
whether they have adopted a code of ethics that applies to a company's principal
executive officer, principal financial officer and principal accounting officer
or controller, or persons performing similar functions. The rules also define
what constitutes a code of ethics. The Company recently has adopted such a code
of ethics. The Company will provide to any person without charge, upon request,
a copy of its Code of Conduct & Compliance. To receive a copy of the Company's
Code of Conduct & Compliance, requests should be sent to:
Trans-Industries, Inc.
Attn: Chief Financial Officer
1780 Opdyke Court
Auburn Hills, MI 48326
10
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services in all capacities to the Company and its subsidiaries for the years
ended December 31, 2004, 2003 and 2002 of those persons who were, at December
31, 2004, (i) the Chief Executive Officer and (ii) the next four most highly
compensated executive officers of the Company and its subsidiaries (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION COMPENSATION
POSITION YEAR ($) (3) ($)(1)(3) ($) (3) ($)(2)(3)
- ------------------------- ---- -------- --------- ------------ ------------
Dale S. Coenen
(retired 3/18/05)
Former Chairman of 2004 $320,000 $ -0- $ -0- $ -0-
the Board and Chief 2003 320,000 -0- -0- -0-
Executive Officer of 2002 320,000 -0- -0- -0-
Trans-Industries, Inc.
Richard A. Solon (5) 2004 227,724 -0- 100,000(4) -0-
Chairman of the Board, 2003 -0- -0- -0- -0-
Chief Executive Officer. 2002 -0- -0- -0- -0-
and President of Trans-
Industries Inc.
Kai Kosanke 2004 152,500 -0- -0- 2,288
Vice President of 2003 150,417 -0- -0- 2,256
Trans Industries, Inc. 2002 140,000 -0- -0- 2,111
Jack Stratford 2004 128,570 -0- -0- -0-
Sr. Vice President of 2003 128,570 -0- -0- -0-
Transmatic, Inc. 2002 128,570 -0- -0- -0-
Joseph Trimai 2004 122,500 -0- -0- 1,838
Sr. Vice President of 2003 120,417 -0- -0- 1,806
Transmatic, Inc. 2002 110,000 -0- -0- 1,661
(1) The bonuses reported in the table are indicated for the year earned, not
necessarily the year paid.
(2) "All Other Compensation" consists of discretionary contributions to the
Company's Defined Contribution Plan and Company matching contributions to
the 401(K) Plan.
(3) The incremental cost to the Company and its subsidiaries of providing
incidental personal benefits to executive officers of the Company did not,
for the 2004 fiscal year, exceed the lesser of $50,000 or 10% of the total
of annual salary and bonus for any individual named in the Summary
Compensation Table.
(4) Mr. Solon was granted 50,000 stock options and 30,000 stock appreciation
rights ("SARs") on February 23, 2004 and an additional 50,000 stock options
and 30,000 SARs on August 17, 2004. The options and SARs were granted in
tandem and accordingly the exercise of one terminates the other.
(5) Mr. Solon was appointed as a Director and President of the Company on
February 23, 2004. On March 18, 2005, in conjunction with Mr. Coenen's
retirement, Mr. Solon was appointed Chief Executive Officer and Chairman of
the Board.
11
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table summarizes options and SARs granted to Named
Officers in the year ended December 31, 2004. No options or SARs were granted to
Named Officers in the years ended December 31, 2003 or 2002.
Individual Grants
--------------------------------------------------
Percent of Potential realizable value
Number of total at assumed annual rates of
securities option/SARs stock price appreciation
underlying granted to Exercise for option term
option/SARs employees price per Expiration --------------------------
Name Year granted in fiscal year share date 5% (1) 10% (1)
- ----------------- ---- ----------- -------------- --------- ---------- ------ -------
Richard A. Solon 2004 50,000 (2) 50% $ 2.51 2-23-2014 $78,926 $200,013
President and 2004 50,000 (2) 50% $ 1.76 8-17-2014 $55,343 $140,241
Chief Executive
Officer;
Director
(1) The potential realizable value of the options, if any, granted in the
year ended December 31, 2004 to the Named Executive Officers was
calculated by multiplying those options by the excess of (a) the
assumed market value, as of the expiration date of options for Common
Stock if the market value of Common Stock were to increase 5% or 10%
in each year of the option's 5 year or 10-year term, over (b) the
exercise price shown. This calculation does not take into account any
taxes or other expenses that might be owed. The 5% and 10% assumed
appreciation rates are set forth in SEC rules and no representation is
made that the Common Stock will appreciate at these rates or at all.
(2) Mr. Solon was granted 50,000 options to purchase shares of Common
Stock and 30,000 SARs in tandem on each of February 23, 2004 and
August 17, 2004. The exercise price of the options was set at the
Common Stock's closing price on the grant date. Exercise of an option
or SAR would result in the automatic termination of the corresponding
option or SAR. Twenty percent of the options become exercisable on
each anniversary thereof.
RELATED PARTY TRANSACTIONS
The Company does not know of any transactions other than those
regarding Harry E. Figgie, Jr. and Dale S. Coenen discussed in the footnotes to
the share ownership table in this proxy statement in which the amount involved
exceeds $60,000 and in which any director, officer, or any security holder who
is known to the Company to own of record or beneficially more than 5% of the
Company's voting securities, or any immediate family member of any such persons
had a material interest.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee of the Board of Directors,
consisting of, during 2004, James O'Brien, Harry E. Figgie Jr., and Robert
Ruben, all independent directors. The Compensation Committee held one meeting
during the 2004 fiscal year. It reviewed compensation levels for salaried
personnel, approved recommended salary increases when merited, and compared
Company compensation levels with positions of similar scope and responsibility
with those among a peer group of companies
12
COMPENSATION OF DIRECTORS
Independent directors are paid $4,000 for each board meeting they
attend and $2,000 for each committee meeting they attend. Directors who are also
employees of the Company do not receive additional compensation for
participating on the board. The independent directors earned the following fees
in 2004: Harry E. Figgie Jr. $38,000, James O'Brien $38,000, Robert Ruben
$30,000 and H. Sean Mathis $ 0.
PROFIT SHARING PLAN
A Defined Contribution Plan was adopted by the Company in 1977, and is
nondiscriminatory, port-able, cliff-type vesting, and completely Company
financed for all full time employees of Trans-Industries, Inc. and its
subsidiaries with one year or more of service who are not part of a collective
bargaining unit. Contributions are established annually by action of the Board
of Directors based on profits, cash flow, and other pertinent factors. For 2004,
there was no contribution made to the Plan. Distribution of accounts is made
upon termination of employment. Due to the variable circumstances surrounding
the Company's decision to contribute to the Plan in any given year, the Company
has determined that it is not feasible to project estimated annual benefits
payable upon retirement at normal retirement age for each of the "Named
Officers."
Incorporated into the Defined Contribution Plan is a 401(K) feature,
whereby the Company matches the employee's deferrals at a rate of 25%. The
Company's contributions to the 401(K) plan amounted to $34,000 for 2004.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is the Compensation Committee report for 2004.
COMPENSATION PHILOSOPHY
The Company's compensation programs are intended to provide its
executive officers with a mix of salary, benefits and incentive compensation
arrangements that are: (i) consistent with the interests of stockholders, (ii)
competitive with the arrangements provided by other companies in the industry,
(iii) commensurate with each executive's performance, experience and
responsibilities, and (iv) sufficient to attract and retain highly qualified
executives. In making its recommendations concerning adjustments to salaries and
awards under compensation plans, the Compensation Committee considers the
financial condition and performance of the Company during the prior year and the
Company's success in achieving financial, operational and other strategic
objectives. The Compensation Committee also makes an assessment of the
contributions of the individual executive officer to the Company's performance
and to the achievement of its objectives, as well as the success of the
executive in achieving objectives which may have been set for such individual.
In assessing individual performance, the Compensation Committee also seeks to
recognize individual contributions during periods when the Company experienced
adverse business or financial conditions.
Each component of an executive's compensation package is intended to
assist in attaining one or more of the objectives outlined above. The Company
attempts to provide its executives with base salaries and benefits that are
competitive with those of comparable companies and commensurate with the
performance, experience and responsibilities of each executive. Through salary
adjustments and bonuses, the Company also seeks to provide its executives with
incentives to improve the Company's financial and operational performance by
providing a method for rewarding individual performance. Finally, the Company's
Employees' Stock Option Plan has been used to provide executive officers with an
opportunity to acquire a
13
proprietary interest in the Company, thereby providing these individuals with
increased incentive to promote the long-term interests of the Company's
stockholders.
While the Compensation Committee seeks to assure that the Company's
compensation programs further the objectives described above and considers the
various factors outlined above in making compensation decisions, it does not
take a highly formalized or objective approach to determining compensation.
Instead, the Compensation Committee gives consideration to these various factors
in subjectively evaluating the compensation of each individual executive.
In 1993, Congress adopted Section 162(m) of the Internal Revenue Code.
The Compensation Committee's policy with respect to Section 162(m) is to make
every reasonable effort to ensure that compensation is deductible to the extent
permitted, while simultaneously providing our executives with appropriate
rewards for their performance. Section 162(m) generally limits the ability of
public companies to deduct compensation in excess of $1,000,000 paid to certain
executive officers. We do not believe that the Section 162(m) limitations will
impact the Company because the current level of compensation for each of its
executive officers is well below the $1,000,000 salary limitation.
2004 COMPENSATION DECISIONS
Base Salary and Benefits. The base salaries and benefits provided to
executive officers for 2004 were established by the Compensation Committee in
accordance with the compensation philosophy discussed above. The Compensation
Committee made no individual salary adjustments in 2004 with respect to the base
salaries of the named officers due to operating losses incurred.
Bonuses. During 2004, the executive officers of the Company
participated in individual bonus arrangements tied to various measures of the
Company's performance. Under these arrangements, no executive officer received a
cash bonus for 2004.
Stock Options. During 2004, the Company awarded 60,000 SARs and
options to purchase 100,000 shares of the Company's Common Stock to Mr. Solon in
connection with his hiring as an executive officer of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's compensation is determined on the basis
of the Compensation Committee's subjective assessment of the Chief Executive
Officer's performance, measured by the Company's financial condition, results of
operations and success in achieving strategic objectives. The Compensation
Committee also considers the responsibilities associated with the Chief
Executive Officer's position and the level of compensation provided to Chief
Executive Officers of other companies in the industry.
The Compensation Committee reviews Mr. Solon's salary and total
compensation on an annual basis, taking into account the actual and expected
performance of the Company and the industry. Mr. Solon joined the Company in
February 2004 at a base salary of $275,000 per year. Mr. Solon does not own any
of the Company's Common Stock. However, he did receive options to purchase
100,000 shares of Company stock in 2004 and 60,000 SARs. Mr. Solon's initial
compensation was based on his prior compensation history and the Compensation
Committee's understanding of compensation standards in the industry for
businesses comparable to the Company.
14
THE 2004 COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Harry E. Figgie Jr. (Chairman)
James O'Brien
Robert Ruben
SHAREOWNER RETURN PERFORMANCE PRESENTATION
The graph below compares the cumulative total stockholder return on
the Company's Common Stock to the cumulative total return of a broad index of
the NASDAQ Market and an index of non-financial stocks for the period December
31, 1999 through December 31, 2004.
FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX
[PERFORMANCE GRAPH]
Ending 12/31 1999 2000 2001 2002 2003 2004
- ------------ ---- ---- ---- ---- ---- ----
NASDAQ Index 100 60 48 33 49 54
Non-Financial Index 100 58 45 29 45 48
Trans-Industries, Inc. 100 30 17 73 50 48
ASSUMES $100 INVESTED ON DECEMBER 31, 1999.
TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
15
AUDIT COMMITTEE MATTERS
REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the 2004 fiscal year.
The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. The Audit Committee's activities are
governed by a written charter adopted by the Board of Directors.
Management has the primary responsibility for the Company's financial
statements and the reporting process, including the system of internal controls.
The independent auditors audit the annual financial statements prepared by
management and express an opinion on the conformity of those financial
statements with accounting principles generally accepted in the United States.
The Audit Committee monitors these processes.
In this context, the Audit Committee met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's financial statements were prepared in accordance
with accounting principles generally accepted in the United States, and the
Audit Committee reviewed and discussed the audited financial statements with
management and the independent auditors, including a discussion of the quality,
not just the acceptability, of the accounting principles, the reasonableness of
specific judgments and the clarity of disclosures in the financial statements.
The Audit Committee also discussed with the independent auditors such other
matters as are required to be discussed with the Audit Committee under generally
accepted auditing standards.
In addition, the independent auditors provided the Audit Committee
with the written disclosures and letters required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) related to
the auditors' independence. The Audit Committee discussed with the independent
auditors the auditors' independence from the Company and its management and
considered the compatibility of non-audit services with the auditors'
independence.
The Audit Committee discussed with the Company's financial management
and independent auditors the overall scope and plans for the audit. The Audit
Committee also met with the independent auditors, with and without management
present, to discuss the results of the examinations, their evaluation of the
Company's internal controls and the overall quality of the Company's financial
reporting. In addition, the Audit Committee considered other areas of its
oversight relating to the financial reporting process that it determined
appropriate.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board of Directors
approved, that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004 filed with the
SEC.
AUDIT COMMITTEE
James O'Brien (Chairman)
Robert J. Ruben
H. Sean Mathis
16
INDEPENDENT PUBLIC ACCOUNTANTS
On May 18, 2004, the Audit Committee was advised by its independent
auditors, Grant Thornton LLP ("Grant Thornton"), that they declined to stand for
reelection as the Company's independent auditors. On July 15, 2004 the Company
announced that the Audit Committee appointed Plante & Moran, PLLC ("Plante") as
its independent auditors, replacing Grant Thornton.
Grant Thornton's reports on our consolidated financial statements for
each of the years ended December 31, 2003 and 2002 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles except that the 2003 Audit Report expressed
substantial doubt about the Company's ability to continue as a going concern.
During the years ended December 31, 2003 and 2002 and through the
effective date of cessation of the client-auditor relationship between the
Company and Grant Thornton, there were no disagreements with Grant Thornton on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which, if not resolved to Grant
Thornton's satisfaction, would have caused it to make reference to the subject
matter of the disagreements in connection with its report on our consolidated
financial statements for such years.
Grant Thornton, based in Southfield, Michigan, had acted as the
Company's independent certified public accountants since 1994. Representatives
of Grant Thornton and Plante are expected to be present at the meeting and will
have an opportunity to make statements if they so desire. They are also expected
to be available to respond to appropriate questions.
All auditing and permissible non-audit services provided by the
Company's independent auditor are pre-approved by the Audit Committee in
accordance with the Audit Committee charter. No fees were billed to the Company
for the fiscal years ended December 31, 2002 and 2003 by Plante. The following
table sets forth the aggregate fees billed to the Company for the fiscal years
ended December 31, 2004 and 2003 by Plante and Grant Thornton:
2004 2003
-------- ---------
Audit Fees................................ $ 83,000 $ 77,030
Audit Related Fees........................ 20,640 17,600
Tax Fees.................................. - 32,300
All Other Fees............................ 1,570 1,942
-------- ---------
$105,210 $ 128,872
======== =========
The amounts shown above include out-of-pocket expenses incurred by the
independent auditors in connection with the provision of such services. The
amount shown for "Audit Fees" includes fees relating to quarterly reviews of
unaudited financial statements, and the amounts shown for "Audit Related Fees"
includes fees relating to audits of medical and deferred compensation plans. The
amount shown for "All Other Fees" represents fees paid for tax strategy and
planning services. The Audit Committee of the Board of Directors determined that
Plante's provision of the services generating "All Other Fees" is compatible
with maintaining Plante's independence.
17
PROPOSAL 2: ADJOURNMENTS
Although it is not currently anticipated, the Annual Meeting may be
adjourned for the purpose of soliciting additional proxies. Any adjournment of
the Annual Meeting may be made without notice (other than by the announcement
made at the Annual Meeting) by approval of the holders of a majority of the
outstanding shares of Common Stock present in person or represented by proxy at
the Annual Meeting, whether or not a quorum exists. We are soliciting proxies to
grant discretionary authority to vote in favor of adjournment of the Annual
Meeting.
The affirmative vote of the holders of a majority of the shares of
present, either in person or by proxy, at the meeting is required for
ratification of Proposal 2. Therefore, stockholders who vote to abstain will in
effect be voting against the proposal. Broker non-votes, however, are not
counted as present for determining whether this proposal has been approved and
have no effect on its outcome.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO GRANT
DISCRETIONARY AUTHORITY TO ADJOURN THE MEETING.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors and persons who own 10% or more of a registered
class of our equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and
10% or greater stockholders are required by SEC regulations to furnish us with
copies of all Forms 3, 4 and 5. Due to administrative oversight, Form 4 filings
on behalf of Harry E. Figgie, Jr., regarding the acquisition of the Series B-1
shares, and on behalf of Richard A. Solon, regarding his acquisition of 60,000
SARs and options to purchase 100,000 shares of Common Stock, as well as Form 3
filings for Richard A. Solon at the time of his appointment as a director and
executive officer of the Company and for H. Sean Mathis at the time of his
appointment as a director of the Company, were inadvertently filed in an
untimely manner.
Based solely on our review of the copies of such forms we have
received, we believe that all of our other executive officers and directors
timely complied with the filing requirements applicable to them.
STOCKHOLDER PROPOSALS
Any Proposals by stockholders of the Company intended to be included
in the Company's proxy statement and form of proxy relating to the Company's
next annual meeting of stockholders must be in writing and received by the
Company at its office at 1780 Opdyke Court, Auburn Hills, MI 48326 no later than
December 12, 2005.
Unless we receive notice of a stockholder proposal not included in our
2006 proxy statement to be brought before the 2006 annual meeting by April 17,
2006, we may use our discretion in voting proxies with respect to any
shareholder proposal properly brought before such annual meeting. The chairman
of the annual meeting may refuse to acknowledge the introduction of any
shareholder proposal not made in compliance with the foregoing procedures.
18
GENERAL
Our Board of Directors does not know of any matters other than the
foregoing which will be presented for consideration at the meeting. However, if
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote thereon in accordance with their
best judgment.
The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services.
The Company will provide any stockholder of record at the close of
business on June 10, 2005, without charge, upon written request to its Secretary
at 1780 Opdyke Court, Auburn Hills, MI 48326, a copy of the Company's Annual
Report and Form 10-K for the fiscal year ended December 31, 2004. In order to
assure a quorum, whether or not you plan to attend the meeting, you are urged to
forward your proxy without delay. If you do attend the meeting and vote, your
proxy will not be used. A prompt response will aid management in preparing for
the Annual Meeting and, accordingly, will be greatly appreciated.
By Order of the Board of Directors,
/s/ Robert Anderson
-------------------
Robert Anderson
Secretary
June 17, 2005
19
TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JULY 20, 2005,
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, a shareholder of Trans-Industries, Inc. hereby
appoints Richard A. Solon and Kai Kosanke and each of them, as Proxies, with
full power of substitution, to represent the undersigned and to vote, as
designated below, all the shares of Common Stock of TRANS-INDUSTRIES, INC., held
of record by the undersigned on June 10, 2005, at the Annual Meeting of
Stockholders to be held at the Vultron Company offices, 1800 Opdyke Court,
Auburn Hills, Michigan July 20, 2005, or at any and all postponements and
adjournments thereof, with all the powers which the undersigned would possess if
personally present, upon the matters set forth herein.
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. Election of three directors to hold office for a term of one year.
Please cast your vote for or against each of the following nominees:
NOMINEE FOR AGAINST NOMINEE FOR AGAINST
------- --- ------- ------- --- -------
Dale S. Coenen [ ] [ ] H Sean Mathis [ ] [ ]
Robert J. Ruben [ ] [ ]
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NAME(s) OF THE NOMINEE(s) ON THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. To grant discretionary authority to adjourn the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any and all
postponements or adjournments thereof. This proxy when properly executed
will be voted in the manner directed herein by the undersigned stockholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 and 2.
Date: , 2005
--------- ------------------------- -------------------------
Signature of Stockholder Signature of Stockholder
Please sign your name exactly as it appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
[TRANS-INDUSTRIES, INC. LOGO]