TITAN TECHNOLOGIES, INC.
3206 Candelaria, N.E.
Albuquerque, New Mexico 87107
PERSONS MAKING THIS SOLICITATION
The Board of Directors (the "Board") of Titan Technologies, Inc. (the
"Company") solicits the enclosed proxy for use at the Annual Meeting of
Shareholders of the Company, to be held on December 20, 2002, in the Terrace
Room of the Clubhouse Inn, 1315 Menaul Blvd. NE, Albuquerque, New Mexico 87107,
at 9:00 am, New Mexico time, and at any postponement(s) or adjournment(s) of the
Annual Meeting.
METHOD OF SOLICITATION
Solicitation will be made primarily by mail, commencing on or about
November 15, 2002, but may also be made by telephone or oral communications by
directors, officers and employees of the Company. The Company estimates that the
total amount to be spent in connection with this solicitation, excluding salary
paid to officers and regular employees, will be approximately $10,000, most of
which has will have been spent through the date of mailing of this proxy
material to you. The Company will pay all costs of all solicitation efforts.
PROXIES AND VOTING AT THE MEETING
On October 31, 2002, there were 36,710,226 shares of common stock issued
and outstanding. This includes 2,000,000 shares that are issued in the name of
Wolfgang Reiger Gesellschaft that were to have been canceled upon termination of
the Company's interest in the Austrian plant. Mr. Reiger was arrested prior to
the certificate being returned to the Company and has not been located in
Austria. The transfer agent has been notified to seize the certificate if
presented to it by any source for transfer. These 2,000,000 shares will not be
counted for any purpose at the shareholder's meeting. Also, on October 31, 2002,
there were issued, outstanding and currently exerciseable options to purchase
2,100,000 of common stock, thus, on a fully diluted basis, if all of the options
are exercised prior to the meeting, there would be 38,910,226 shares issued and
outstanding. A majority of the shares issued and outstanding on the record date,
in the aggregate, must be represented in person, or by proxy at the Annual
Meeting in order to hold the Annual Meeting. Only shareholders of record at the
close of business on October 10, 2002 are entitled to vote at the Annual
Meeting. Because many shareholders cannot attend the Annual Meeting, a large
number will be represented by proxy. Shareholders are encouraged to sign and
return their proxies promptly, indicating the manner in which they wish their
shares to be voted. The proxy agents will vote the shares represented by the
proxies according to the instructions of the persons giving the proxies.
Unless other instructions are given, votes will be cast:
1. For the election of Management's three nominees for election to the
Board of Directors presented later in this Proxy Statement. To be
elected as a director, a nominee must receive the votes of a majority
of the shares represented at the Meeting. Each Management Nominee has
affirmed his availability and willingness to serve as a Company
director when elected.
2. For the transaction of such other business as may properly come before
the Annual Meeting or any postponement(s) or adjournment(s) of the
Annual Meeting. The approval by a majority of the shares present at the
meeting, in person and by proxy, is required to pass such business.
To be elected, nominees for seats on the Board of Directors must receive
the affirmative vote of a majority of the votes cast in person and by
proxy at the meeting. To be passed any other item that comes before the
shareholders must also receive the affirmative vote of a majority of the
votes cast in person and by proxy at the meeting.
Election inspectors will be appointed at the meeting. Such inspectors will
determine the validity of proxies and will receive, canvas and report to the
meeting the votes cast by the shareholders on each item brought before the
shareholders for vote. Any person who is not the record owner or voting under
authority granted by the record owner can vote no shares of the Company's stock.
All returned proxies are counted toward the required quorum and/or the required
majority of shares present at the meeting for election of directors. If any
shareholder returns a proxy without indicating his directions whether the proxy
should be voted for or against any item or voted for or withheld from voting on
any item, the proxy will be voted by the proxy agents FOR Management's Nominees
and, in the agents' discretion, on any other matter coming before the meeting.
Any Shareholder returning a proxy has the power to revoke that proxy at
any time before it is voted by delivery of a written notice of revocation,
signed by the shareholder, to the Secretary of the Company; by delivery of a
signed proxy bearing a later date; or by attending the Annual Meeting and voting
in person. Any proxy that is not revoked will be voted at the Meeting.
The Annual Meeting will be conducted in accordance with an agenda, which
will be conspicuously posted at the Annual Meeting. Participation at the meeting
will be encouraged but will be limited to shareholders and holders of valid
proxies for shareholders. The Meeting will start promptly at 9:00 a.m.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three Directors to each
serve until the next annual or special meeting of shareholders at which
directors are elected. The Board of Directors of the Company has nominated
Ronald L. Wilder, Ronald E. Allred and Jelle deBoer to be Management's slate of
candidates. Each person is currently a Director and is running for the seat he
currently holds. The Company's nominees have consented to be nominated and to
serve if elected.
Management's Candidates
Ronald L. Wilder, who is 66 years of age, has been the President and Chief
Operating Officer of the Company since 1992 and has been a director of the
Company since 1986. Mr. Wilder attended the University of Southern
California from 1954 to 1957 where he studied geology. He served as President
and a director of Solar Age Industries, Inc. from 1978 to 1986. Prior to being
employed by Solar Age Industries, Inc., Mr. Wilder owned and or operated
public or private corporations in the cattle, Indian art and financial service
businesses. Since the resignation of Mr. Bruce Clark in April 1998, Mr.
Wilder also serves as the Company's Treasurer and Chief Financial Officer.
Dr. Ronald E. Allred was elected to the Company's board of directors by the
Company's shareholders on November 13, 1992. Dr. Allred is 55 years of age and
holds a BS degree in Chemistry and a MS degree in Nuclear Engineering from the
University of New Mexico and a Sc.D. degree in Polymerics from MIT. He was
employed by Sandia National Laboratory as a Technical Staff member from July
1969 to August 1986. From December 1986 to January 1991, he was employed, as the
director of the Material Department of PDA Engineering in Costa Mesa,
California, and since January 1991 has been the owner of Adherent Technologies,
Inc. in Albuquerque, New Mexico.
Dr. Jelle deBoer, who is 79 years old, was first elected to the Registrant's
board of directors by the Registrant's Directors on January 4, 1994. Dr. deBoer
holds a BS degree in Biology, a MS degree in Radiation Biology and a Ph.D.
degree in Radiation Biology, as well as specialized courses in Environmental
Sciences. Dr. deBoer was employed by the U.S. Air Force for more than 25 years
as a Research Scientist.
Robert S. Simon, who is 56, was appointed to the position of Company Secretary
on December 30, 1998. Mr. Simon holds a BBA in finance and JD degrees granted by
the University of Texas and a MBA degree granted by Texas Christian University.
Mr. Simon has practiced law in Albuquerque, New Mexico for more than the past
five years.
No family relationship exists between any of the Company's officers and
directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company's Common Stock is its only class of voting securities
outstanding. Only shareholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting and at any adjournment
thereof. As of the Record Date there were 37,885,226 shares outstanding and
entitled to vote at the meeting. Each such share is entitled to one vote on each
matter coming before the Meeting. Since the record date the Company has issued
25,000 shares and cancelled 1,200,000 shares previously owned by ESA World
Trade, LTD a company of which Josef Strauss is affiliated (see persons owning 5%
or more below).
Security Ownership of Certain Beneficial Owners and Management:
The following table sets forth, as of the Record Date the beneficial
ownership of the Company's common stock by each nominee and by all officers and
Directors as a group. For purposes of computation of the percentages of
ownership shares underlying all issued, outstanding and currently exercisable
options have not been included. If all issued and outstanding options were
exercised prior to the record date, there would be a total of 38,910226 shares
issued and outstanding including 2,000,000 shares reacquired from ESA GmbH, but
not yet canceled. The information as to beneficial stock ownership is based on
data furnished by each person. Each person has sole voting and investment power
as to all shares unless otherwise indicated.
NOTE: "Beneficial ownership" of stock, as defined by the Securities and Exchange
Commission, includes stock which is not outstanding and not entitled to vote or
receive dividends, but which an individual has the right to acquire within 60
days pursuant to a vested stock option. There are no unexercised stock options
now held by 5% shareholders that are now issued or outstanding. Certain officers
and Directors hold issued and outstanding and immediately exercisable options
for the purchase 300,000 shares of the Company's common stock (see "Certain
Transactions") that have been included in the computation of the percentage of
shares that are owned by officers and directors. The Company may issue
additional stock options in the future as circumstances dictate.
(1) (2) (3) (4)
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ----------- -------------- --------
No Par Ronald L. Wilder 301,350(direct)(1)
Value Common 3206 Candelaria, NE 1,256,500(indirect)(2) 4.24
Albuquerque, NM 87107
No Par Dr. Ronald E. Allred 1,036,000 (direct)(3)(1) 2.82
Value Common 9621 Camino del Sol, NE
Albuquerque, NM 87111
No Par Jelle deBoer 143,000 (direct) **
Value Common 1716 Valencia, NE
Albuquerque, NM 87110
No Par Robert S. Simon 360,000 (direct)(4) **
Value Common 401 Coors, NW
Albuquerque, NM 87120
No Par value Officers and Directors 1,920,350 (direct) 5.23
Common Stock (Four persons) 1,256,500 (indirect) 3.42
--------- ----
3,176,850 8.65
====
- -------
1) Does not Include an option to purchase 300,000 shares that may be immediately
exercised. 2) Shares are owned by Mr. Wilder's family members who look to Mr.
Wilder for advice in voting their shares 3) Of this total, 10,000 shares are
owned by Dr. Allred's wife.
4) Does not include an option to purchase 150,000 shares that may be immediately
exercised. ** Less than one percent.
Other persons owning 5% or more of the Company no par value common stock:
The only other persons known by the Company to own 5% or more of its
issued and outstanding no par value common stock are the following:
(1) (2) (3) (4)
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ----------------- --------------- --------
No Par Josef R. Strauss 3,350,000(1)(direct) 9.13
Value common 1243 Plumosa Dr.
Ft. Myers, FL 33901
No Par Cyrene Inman 2,525,000 (direct) 6.87
Value common 700 Mullen Road, NW
Albuquerque, NM 87123
- --------
1) Mr. Strauss and Mrs. Inman both deny any affiliation with the Company
resulting from their respective stock ownership.
Meetings of the Board:
The Board held six meetings during the last fiscal year and all directors
were in attendance at those meetings. The board also acts in an informal way and
conducts its business through consent meetings following such telephonic
discussions as each director feels may be necessary for him to have an
understanding of the proposals to which his consent may be requested. During the
last fiscal year, the Directors had no consent meetings. Formal minutes are only
prepared to memorialize significant transactions.
The Board has no audit, nominating, compensation committee, or other
committees.
Compliance with section 16(a) of the Exchange Act.
The Exchange Act of 1934, as amended, requires that each officer and each
director file certain reports with the Securities and Exchange Commission to
inform the Commission and the public of the number of shares owned by the
officer or director, both directly and indirectly, at all times. During and
after the end of the fiscal year Mr. Simon filed Form 4's and a Form 5
disclosing his acquisition of 90,000 shares of the Company's common stock.
EXECUTIVE COMPENSATION
Over the past three years, the Company's executive officers were paid as
follows:
Long Term Compensation
Annual Compensation ----------------------
-------------------
(a) (b) (c) (d)
Name Securities
and Underlying
Principal Options
Position Year Salary ($) SARO
--------------- ---- ---------- ----
Ronald L. Wilder (1)(2) 2000 $36,000 300,000 shares
President and COO 2001 $36,000
2002 $42,000
Dr. Ronald Allred (2)(4) 2000 --
Director 2001 --
2002 --
Robert S. Simon (3) 2000 --
Secy. 2001 --
2002 --
- ----------
1) The Company provides health insurance for Mr. Wilder and certain
employees. The cost of Mr. Wilder's insurance increased from $324.77 per
month to $1089.26 and was therefore dropped and coverage was provided for
Mrs. Wilder at $263.21 per month and the employee cost is also $263.21 per
month. It is anticipated that these costs will be approximately the same
during the current fiscal year.
2) At the 1998 Annual Meeting of Shareholders, the shareholders approved the
grant to five employees, officers and directors, options to purchase
300,000 shares of the Company's common stock exercisable for a five-year
period at $0.16 per share.
3) Mr. Simon serves as the Company's General Counsel and is compensated for
his legal services at the rate of $1,500 per month. Pursuant to Agreement
with Mr. Simon, Mr. Simon has been retained for a period of 60 months from
April 30, 1998 and was granted a five year option to purchase 150,000
shares of the Company's common stock at an exercise price of $0.26 per
share, the market price of the shares on the date of the grant. The
Company may defer any month's payment to the end of the contract subject
to the payment of interest on such delayed payment.
4) The Company and Dr. Allred and Adherent Technologies, Inc. have entered
into a consulting agreement through which Dr. Allred and Adherent will be
compensated from the revenue and earnings of the Company. In addition, the
Company sold Dr. Allred 1,000,000 shares of its common stock for $0.01 per
share. See "Certain Transactions." Dr. Allred received no compensation
during the 2002 fiscal year for his services to the Company as a Director.
During the past five years Adherent Technologies, Inc. ("Adherent"), a
company owned by Dr. Allred, a director, has received from various contracts
with government agencies approximately $100,000 as a reimbursement of its
expenses for developing the Company's technology. Under the contracts, Adherent
is reimbursed its expenses on billing to the government. Other than the benefit
that the Company received from the advancement of its technology, which
Management believes is significant, it did not receive any of the grant money.
There has never been any bonus or long term compensation of any kind to
any officer or director. In the future, the Registrant's employees, including
the Registrant's officers, may also receive such bonuses and salary increases as
the Board of Directors, in its sole discretion, may award. The Registrant may in
the future grant cost-of-living or merit increases, even though such increases
are not currently contemplated. The Registrant presently has no retirement,
bonus, profit sharing, stock option or other compensation plan. The Registrant
may in the future, and with the approval of the Registrant's shareholders,
establish an Employee Stock Ownership Plan and stock option plan or similar
program to benefit its employees. Other than what is discussed in this Proxy
Statement, the Registrant has no retirement, pension, profit sharing, stock
option or similar program for the benefit of its officers, directors or
employees, and there are currently no plans, arrangements, commitments or
understandings with respect to the establishment of any such program.
STOCK PURCHASE OPTIONS
In 1998 the Company's shareholders approved option grants to certain of
its officers, directors and employees. Dr. Allred was granted an option in
consideration for all of the effort that he and Adherent have devoted to the
development of the Company's technology and to the identification and
introduction of prospective licensees of the technology to the Company. Mr.
Wilder was granted an option in consideration for all of his effort and tireless
belief in the success of the Company for the past ten years, many times during
which he forwent his pay. Each option grants the holder the right, for a period
of five years from December 9, 1998, to purchase all or any part of 300,000
shares of the Company's common stock at an exercise price of $0.16 per share. On
April 30, 1998, as part of Mr. Simon's retainer agreement with the Company, he
was granted a five-year option to purchase all or any part of 150,000 shares at
an exercise price of $0.26 per share.
The options granted to other employees are for the same number of shares
and have the same terms as the options granted to Mr. Wilder and Dr. Allred.
See "Certain Transactions."
CERTAIN TRANSACTIONS
1. As stated above, in 1998, the Company granted options to purchase
shares of its common stock to four full time employees and those
officers and directors identified Each option grants the holder the
right, for a period of five years from the date of approval of the
options by the Company's shareholders, to purchase all or any part of
300,000 shares of the Company's common stock at an exercise price of
$0.16, which was the market price for the Company's stock on November
15, 1998.
2. As of December 1, 1999, the Company entered into a consulting agreement
with Dr. Allred and Adherent Technologies related to all of the various
applications of the Company's technology. The following discussion of
the terms of that agreement is not a complete discussion of all of the
terms and conditions of the agreement. A copy of the agreement and the
amendment thereto discussed below are on file with the Securities and
Exchange Commission as an exhibit to the Company Form 10-KSB Annual
Report for the fiscal year ended July 31, 2000.
Dr. Allred and Adherent agree: (i) to act as a consultant to the Company
in all phases of its marketing effort, and (ii) to aid and assist in the
design, development, implementation and construction of applications of
the Company's recycling technology. The agreement also contains
non-compete provisions and after developed technology provisions.
The Company agreed that Dr. Allred and Adherent Technologies will be
compensated in the following way: (i) to share with the consultants on a
50-50 basis of the net proceeds received by the Company as income
resulting from the sale and/or licensing of product, process, plant,
technology, or otherwise, of its technology related to feedstocks other
than those for tires, including composites, electronics, plastics and
automotive scrap. It was agreed that the consultants would share the
revenue received by the Company from its tire technology on the following
basis: (ii) 5% of the first $2,000,000; (iii) 3% of the revenue from
$2,000,000 to $5,000,000; (iv) 2% of the revenue from $5,000,000 to
$10,000,000; and (v) 1% of all revenue in excess of $10,000,000. In
addition, Dr. Allred and Adherent were allowed to purchase 1,000,000
shares of common stock for $10,000.
The agreement may be terminated for cause thereby ending the compensation
arrangement. The agreement may be terminated by either party upon 30 days
written notice, but the compensation, non-compete and confidentiality
provisions of the agreement shall continue after such termination.
3. Between the end of the fiscal year ended on July 31, 2002,and October
31, 2002, the Company has privately placed 462,750 shares of its common
stock for an aggregate consideration of $46,275 and paid nothing for
the cancellation of the 1,200,000 shares by ESA World Trade, Ltd.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Registrant is or may be a
party or of which any of its property is subject, pending or known to be
contemplated.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP, certified public accountants, has provided services to
the Company during the past fiscal year, which included the audit of the
Company's financial statements included in the Annual Report to Shareholders and
Annual Report on Form 10-KSB. A representative of Grant Thornton LLP will be
available by telephone at the Annual Meeting, to respond to appropriate
questions concerning the financial statements of the Company, and will have the
opportunity to make a statement if the representative desires to do so.
Audit fees billed to the Company for the audit of the annual financial
statements by Grant Thornton LLP for the year ending July 31, 2002, and for
review of the Company's annual financial statements included in its quarterly
reports on Form 10-QSB totaled $12,548. No non-audit services were rendered.
PROXY MATERIALS FOR NEXT ANNUAL MEETING
Shareholder proposals for consideration at the next Annual Meeting, which
the company expects to hold on December 21, 2003 must be received by the Company
no later than August 31, 2003. In order for such proposals to be included, they
must be legal and must comply with the Rules and Regulations of the Securities
and Exchange Commission.
OTHER BUSINESS
The Board knows of no other business, which is to be presented at the
Annual Meeting. However, if other matters should properly come before the Annual
Meeting, the persons named in the proxy will vote on those matters according to
their judgment.
By Order of the Board of Directors
Robert S. Simon
Albuquerque New Mexico
November 15, 2002
ON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JULY 31, 2002, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND
THE SCHEDULES THERETO) TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
SHARES AS OF THE CLOSE OF BUSINESS ON October 10, 2002. ANY EXHIBIT TO THE
ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE
REASONABLE EXPENSES OF FURNISHING THE EXHIBITS. ANY SUCH WRITTEN REQUEST SHOULD
BE ADDRESSED TO RONALD L. WILDER, PRESIDENT, TITAN TECHNOLOGIES, INC., 3206
CANDELARIA ROAD, N.E., ALBUQUERQUE, NEW MEXICO 87107.