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 19, 2003, 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 19, 2003, 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 9, 2003, there were 40,139,141 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 the certificate has yet to be
located. 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, 2003,
there were issued, outstanding and currently exercisable options to purchase
1,500,000 of common stock, thus, on a fully diluted basis, if all of the options
are exercised prior to the meeting, there would be 41,639,141 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 9, 2003 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 Dana J. Finley to be Management's slate
of candidates. Each person, except Dana J. Finley, who is nominated for his
first term as a director, 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 67 years of age, has been the President and Chief
Operating Officer of the Company since 1992, has been a director of the Company
since 1986 and has been the Company's Treasurer and Chief Financial Officer
since April 1998. 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.
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 56 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.
Dana J. Finley who is 56 years old and holds a BS degree from the University of
New Mexico. He was employed by Adherent Technologies as a research and
development engineer from September 1999 to October 2000. From October 2000 to
October 2001 he was employed at Intel Corporation as a ramp engineer. Mr. Finley
has been an engineer with Titan Technologies since October 2001 and for seven
years prior to his employment at Adherent Technologies.
Robert S. Simon, who is 57, has been Company Secretary since December 30, 1998.
Mr. Simon holds a BBA in finance and JD degrees from the University of Texas and
a MBA degree from Texas Christian University. Mr. Simon has practiced law and
served as Corporate Counsel of Westland Development Co., Inc. 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 38,139,141 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
125,000 shares.
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 39,639,141 shares
issued and outstanding. The information as to beneficial stock ownership is
based on data furnished by each person without any investigation by the Company
into beneficial ownership of each shareholder. 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) **
Value Common 9621 Camino del Sol, NE
Albuquerque, NM 87111
No Par Dana J. Finley 125,000 (direct) (1) **
Value Common 13412 Circulo Largo NE
Albuquerque, NM 87112
No Par Robert S. Simon 350,000 (direct)(4) **
Value Common 401 Coors, NW
Albuquerque, NM 87120
No Par value Officers and Directors 1,812,350 (direct) 5.00
Common Stock (Four persons) 1,256,500 (indirect) 3.00
--------- ----
2,068,850 8.00
====
- -------
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, 175,000 shares are owned by Dr.
Allred's family members. 4) Does not include an option to purchase 150,000
shares that may be immediately exercised.
** Less than one percent.
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 Cyrene Inman 2,500,000 (direct) 6.6
Value common 700 Mullen Road, NW
Albuquerque, NM 87123
- --------
1) Mrs. Inman has no affiliation with the Company resulting from her stock
ownership.
Meetings of the Board:
The Board held three 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. After the end
of the fiscal year Mr. Simon determined that he was not a person required to
file reports as defined by Section 16(a) of the Securities Exchange Act of 1934.
EXECUTIVE COMPENSATION
Over the past three years, the Company's executive officers were paid as
follows:
Annual Compensation Long Term Compensation
------------------- ----------------------
(a) (b) (c) (d)
Name Securities
and Underlying
Principal Options
Position Year Salary ($) SARO
- --------------- ---- ---------- ----
Ronald L. Wilder (1) 2001 $36,000 300,000 shares
President and COO 2002 $42,000
2003 $42,000
Dr. Ronald Allred (3) 2001 --
Director 2002 --
2003 --
Dana J. Finley 2001 -- 300,000 shares
2002 --
2003 $68,400
Robert S. Simon (2) 2001 --
Secy. 2002 --
2003 --
- ----------
1) 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, which shall expire on December 30, 2003.
2) Mr. Simon serves as the Company's General Counsel and is compensated for
his legal services at the rate of $1,500 per month. Mr. Simon is
currently retained on a month to month basis. On August 12, 2003 the
Company's Board of Directors granted Mr. Simon a five year option to
purchase 150,000 shares of the Company's common stock at an exercise
price of $0.25 per share, the market price of the shares during the
date of the grant.
3) 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 during 2001. See "Certain Transactions." Dr. Allred received no
compensation during the 2003 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 directors,
issue stock options 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.
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.
None of the options have been exercised as of October 9, 2003 and the options
will expire on December 8, 2003. See "Certain Transactions."
On August On August 12, 2003 the Company's Board of Directors granted
Mr. Simon a five year option to purchase 150,000 shares of the Company's common
stock at an exercise price of $0.25 per share, the market price of the shares
during the date of the grant.
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. None of the options have been exercised as of October 9,
2003, and all the options will expire on December 8, 2003.
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 agreed: (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, 2003, and October 9,
2003, the Company has privately placed no shares of its common stock.
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
Although Grant Thornton LLP, certified public accountants, provided
services to the Company during the past fiscal year, as stated in Registrant's
Report on Form 8-K filed February 18, 2003, Registrant dismissed Grant Thornton
LLP as its independent accountant on February 12, 2003. On February 13, 2003,
Registrant engaged Stark, Winter, Schenkein and Co, LLP as its independent
accountants.
The financial statements reported on by Grant Thornton LLP for each of
the Registrant's last two fiscal years were not subject to an adverse or
qualified opinion or a disclaimer of opinion and were not modified as to audit
scope or accounting principles.
The decision to change accountants was approved by the Registrant's
Board of Directors.
There were no changes in or disagreements with Grant Thornton LLP of
the kind described by Item 304 of Regulation S-B at any time during the
Company's two (2) most recent fiscal years and the interim period through
February 12, 2003.
Stark Winter Schenkein & Co., LLP has rendered auditing services for the
Registrant since February 18, 2003, including performing 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 Stark Winter Schenkein &
Co., 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 Stark Winter Schenkein & Co., LLP for the year ending July 31,
2003, and for review of the Company's annual financial statements included in
its quarterly reports on Form 10-QSB totaled $6,400. 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 in December 2004 must be received by the Company no
later than August 31, 2004. 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 14, 2003
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, 2003, 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 9, 2003. 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.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TITAN TECHNOLOGIES., INC. to be
held at 9:00 a.m.,December 19, 2002 in the Terrace Room of the Clubhouse
Inn, 1315 Menaul NE, Albuquerque, New Mexico 87107. This Proxy is
solicited by Management. Management recommends that you vote "YES" for the
election of each Management Candidate.
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, RONALD L. WILDER AND RONALD E.
ALLRED, and each of them, each with the power to appoint his substitute, and
hereby authorize them to represent and to vote, as designated below, all of the
stock of Titan Technologies, Inc. owned of record by the undersigned on October
10, 2002, at the Annual Meeting of Shareholders to be held on December 10, 2002
and at any postponement(s) or adjournment(s) thereof.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF RONALD L. WILDER, RONALD E. ALLRED AND DANA J.
FINLEY AS THE COMPANY'S DIRECTORS.
1. ELECTION OF DIRECTORS - MANAGEMENT'S NOMINEES ARE: RONALD L. WILDER - RONALD
E. ALLRED - DANA J. FINLEY
[ ] YES: VOTE MY STOCK FOR THE MANAGEMENT'S NOMINEES.
[ ] NO: WITHHOLD AUTHORITY TO VOTE FOR ALL OF MANAGEMENT'S NOMINEES.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name.
2. OTHER MATTERS THAT MAY COME BEFORE THE MEETING:
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) in their discretion, the persons named as Proxies
or their substitutes are authorized to vote upon such other matters in their
discretion.
[ ] GRANTED [ ] WITHHELD
Sign below as your name appears on the label. If there is no label, sign your
name as you normally sign your name and date your proxy.
_______________________________________
Number of shares voting
_______________________________________ DATE ____________________, 2003
Signature
_______________________________________ DATE_____________________, 2003
Signature of co-owner (if applicable)
When signing as attorney, executor, administrator, trustee or guardian, please
sign title as such. If a corporation, please sign in full the corporation's name
by President or other authorized officer. If a partnership, please sign in the
partnership name by authorized person. If anyone other than the shareholder(s)
named on the above label is signing this proxy, indicate the capacity in which
you are signing,
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. YOUR STOCK CANNOT BE VOTED UNLESS YOU VOTE IN PERSON AT THE
ANNUAL/SPECIAL MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE TIME OF
VOTING AT THE ANNUAL/SPECIAL MEETING.