Ronald L. Wilder, Chief Executive Officer Monday, April 08, 1998
Titan Technologies, Inc.
3206 Candelaria N.E.
Albuquerque, New Mexico 87107
Dear Ron:
Effective as of April 6, 1998, I hereby tender my resignation as director,
secretary, and treasurer of Titan Technologies, Inc. I shall continue on in the
capacity of general counsel, should you wish me to, to help wind up a few
matters, including finalization of the contract with Tyre Recycling Europe, Ltd.
(Jeremy Francis), until you. can find someone else. You have the option of
keeping me on at my current salary or paying me at the rate of $125.00 per hour.
Of course, since I haven't been paid at all for well over a month, these are
claims that will remain rather speculative at best. As I have already made you
emphatically aware, the precipitating reason for this resignation is my refusal
to continue on a Board of Directors which is betraying the interests of its
shareholders. Ron Allred has refused to turn over research data in a contractual
disclosure required by Cytec Fiberite, Inc. as a condition precedent to the
purchase by Cytec of Titan's carbon composites recycling technology unless
Allred receives personally a portion of the license fee to be paid Titan. As you
know, all research data, for which Allred was well compensated by government
grants, were obtained under the auspices of an exclusive research contract with
the Company which contemplated that those results would belong to the Company.
Allred has no right to withold them when they are requested by Titan, and his
attempt to do so is sheer economic coercion. Given his special knowledge of the
Company's financial condition as director of Titan, his actions are tantamount
to his pointing a gun to our head. You believe it is somehow unreasonable for me
to call unlawful conduct unlawful. I cannot in good conscience do anything else,
especially since you already assured me you had enlisted Allred's cooperation in
the Cytec Fiberite matter diplomatically. Allred's conduct has not been a
surprise to me, and I have asked you to help me confront and deal with it since
at least last June. Furthermore, you and Allred have discussed stripping Titan
of the major part of its assets to form a new company in which Titan would be a
minor participant through an equity position equivalent to Allred's and other
Titan insiders. The subject arose as recently as last Friday and goes at least
as far back as last summer when AbTech proposed buying Titan out for $100,000.00
and forming a new corporation with Titan as a minority shareholder. Over and
over again I have told you that this kind of transaction would be unlawful and
that planning by management and commitment of scarce corporate funds to help
effect it constitutes diversion and breach of fiduciary duty. Failure to
disclose this intent on management's part is very possibly fraudulent.
Certainly, if financing is realistically available for such a new venture, it
would probably be available for Titan on some basis from the same sources. As
President of Titan, it is your first duty to secure Titan those benefits
directly. It has been a matter of real concern to me that your refusal to do
anything over the last two years to develop alternative independent sources of
finance may be more or less intentional, since you have kept talking about
forming new companies apart from Titan based on technologies developed with
Titan's funds.
I have never thought your plans were very realistic, but I do believe that you
have overlooked or ignored possible sources of funding that could have kept
Titan going. There are many other areas of disagreement between us which we have
discussed in the past, but this one is more serious than most. While I believe
that you have always had good intentions, good intentions are not enough. You
have to make serious efforts to make the things we have planned for Titan and
made representations about to our shareholders happen, and you have simply not
been willing to do this. When you started selling stock in Titan and TRTC in
North Carolina and elsewhere to people beyond your immediate circle of relatives
and friends, you took on a public trust. When a secondary market was activated
for Titan's stock and we became a reporting company, these responsibilities
increased manifold. You cannot continue to run Titan as your private preserve.
My primary responsibility is and has always
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been to the shareholders as a whole, and I feel my greatest failing as a
director, officer, and general counsel of Titan has been to allow that duty to
be affected by my personal loyalty to you. For over ten years, I have regarded
you as a friend. For a long time, I had in addition faith in your judgement and
drive to make Titan a success. I have become very disillusioned and even bitter
because you have continually put me into a position recently where I had to
choose between my friendship for you and my sense of professional duty, personal
honor, and corporate responsibility. I cannot abide this conflict any longer. If
anything, I have continued too long in what I feel is a false position.
As I said at the outset, I shall assist passively to bring a few matters to a
conclusion that may be of benefit to the Company and to perform a few remaining
ministerial functions, if you want me to, but I can no longer continue as an
officer, executive, or director of Titan. This Company has been my dream and my
life, even my hope for my children's future. It is with sincere regret that I
tender this resignation.
Very Sincerely Yours,
S/ Bruce R. Clark
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