TOUPS TECHNOLOGY LICENSING, INC.
7887 BRYAN DAIRY ROAD, SUITE 105, LARGO, FLORIDA 33777
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 1999
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The Annual Meeting of Shareholders of Toups Technology Licensing, Inc, a
Florida Corporation, will be held at the Company's headquarters located at 7887
Bryan Dairy Road, Suite 105, Largo, Florida 33777, on May 26th, 1999 at 9:00
a.m., for the following purposes:
1. To elect the five members of the Board of Directors for the ensuing year.
2. To transact such other business as may properly come before the meeting.
The names of the nominees intended to be presented by the Board of
Directors for election as Directors for the ensuing year are set forth in the
accompanying Proxy Statement. Only shareholders of record at the close of
business on April 12, 1999 will be entitled to vote at the meeting. This Proxy
is being provided to Shareholders of Record at or about April 21, 1999. All
shareholders are cordially invited to attend the meeting in person.
Under the present rules of the Securities and Exchange Commission (the
"Commission"), and in view of the presently anticipated date of the Company's
Proxy Statement for this year's Annual Meeting of Shareholders, the deadline for
shareholders to submit proposals to be considered for inclusion in the Company's
Proxy Statement for next year's Annual Meeting of Shareholders is expected to be
December 20, 1999. Such proposals may be included in next year's Proxy Statement
if they comply with certain rules and regulations promulgated by the Commission.
Such proposals should be submitted to the Corporate Secretary of the Company at
the address of the Company's principal executive office shown above.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, IT IS REQUESTED
THAT YOU COMPLETE, DATE AND SIGN THE ENCLOSED PROXY RELATING TO THE ANNUAL
MEETING AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR
PROXY IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Mark C. Clancy
Executive Vice President
Corporate Secretary April 12, 1999
Revocation Rights
A shareholder giving a proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company a written revocation or a
fully executed proxy bearing a later date. A proxy may also be revoked if the
shareholder who has executed it is present at the meeting and elects to vote in
person.
Soliciting Party
This solicitation is being made by the Registrant. The cost of soliciting
the proxies, consisting of the preparation, printing, handling and mailing of
the proxies and its related material, will be paid by the Company. The Company
estimates that it will pay fees not to exceed $3,500 in the preparation,
printing, handling and mailing of the proxies. In addition, the Company may
reimburse reasonable expenses to brokerage firms and other persons representing
beneficial owners of shares for their assistance in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain
directors, officers and regular employees of the Company without additional
compensation.
Voting Securities and Principal Holders Thereof
The following table sets forth as of April 12, 1999 certain information
with respect to the beneficial ownership of the Company's Common stock by each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, by each director, by each of the executive
officers named in the Summary Compensation Table, and by all directors as a
group.
# of Shares % of Shares
Name and Address Position Owned Owned
Leon H. Toups President, CEO and 4,006,680(2) 15.8%
418 Harbor View Lane Chairman of the Board
Largo, Florida 33770 of Directors
Mark Clancy Executive Vice President, 2,383,340 9.4%
417 Barrett Court Corporate Secretary and
Tampa, Florida 33617 Director
Michael P. Toups Vice-President, Finance, 2,383,340 9.4%
400 Palm Drive Chief Financial Officer
Largo, Florida 33770 and Director
Errol J. Lasseigne Director (proposed) 188,263 .07%
2364 Violet Place
Palm Harbor, Florida 34685
Leslie D. Reagin, III Director (proposed) 366,425 .14%
720 Bluffview Drive
Belleair, Florida 34640
All Officers and Directors 9,328,048 36.7%
as a Group. (five persons)
Jerry Kammerer(1) 1,660,000 6.5%
1421 Water View Drive
Largo, Florida 33771
(1) Mr. Jerry Kammerer is a former Director of the Company. Mr. Kammerer was
terminated as an Officer and Director of the Company on August 20, 1998. As
of April 12, 1999, of the 1,750,000 shares originally owned by Mr.
Kammerer, 180,000 were eligible for resale pursuant to Rule 144 and Mr.
Kammerer subsequently resold the 180,000 shares.
(2) During December, 1998, Mr. Toups donated 110,000 unregistered common shares
to organizations which are part of the Catholic Church.
Directors and Executive Officers
The Company proposes that the following five individuals be elected to the
Board of Directors of the Company. Of the five proposed Directors, Messrs.
Reagin and Lasseigne are slated to serve as Outside Directors and as Members of
the Audit Committee. The persons named in the following table have been
nominated by the present Board of Directors for election as Directors and , if
elected, are willing to serve as such until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified. In the
event that any nominee is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons nominated will be unable or unwilling
to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
BELOW LISTED NOMINEES AS DIRECTORS.
The following table sets forth certain information concerning the nominees
for election to the Board of Directors. All of the nominees are currently
serving as Directors of the Company, except for Mr. Errol Lasseigne and Leslie
Reagin. Messrs. Lasseigne and Reagin have been nominated by the current Board of
Directors to serve as Outside Directors and as Members of the Audit Committee.
As of the date of this proxy statement, all nominees have consented to being
named herein as nominees and to serve as directors if elected.
Age as of Year First Principal Occupation
Name Dec 31, 1998 Elected During last five years
- ---- ------------ ------- ----------------------
Leon H. Toups 60 1997 CEO, Toups Technology
CEO, DMV, Inc.
Chairman, InterSource
Mark C. Clancy 42 1997 Exec VP, Toups Technology
Compliance, DMV, Inc.
Michael P. Toups 33 1997 CFO, Toups Technology
CFO, InterSource
Leslie D. Reagin, III 55 (1) See following description
Errol Lasseigne 57 (1) See following description
(1) Messrs. Leon Toups, Mark Clancy and Michael Toups are co-foundering
Directors of the Company and were re-elected as Directors in a Meeting of
Shareholders held January 5, 1998. Messrs. Leslie Reagin and Errol
Lasseigne have been nominated to stand for election during the Meeting of
Shareholders to which this Proxy Solicitation pertains and have consented
to serve if so elected as Directors of the Company. If elected, Messrs.
Reagin and Lasseigne shall serve as Outside Directors and as Members of
the Company's to be formed Audit Committee.
Leon H. Toups (60) Chairman of the Board of Directors, President and Chief
Executive Officer. Mr. Toups has served as the Company's Chairman of the Board
of Directors, President and Chief Executive Officer since its inception. Mr.
Toups' past professional experiences include, from 1980 to present, that of
President and Chairman of the Board of Directors of DMV, Inc., Clearwater,
Florida. Prior thereto, from 1973 to 1980, Mr. Toups served as President and
Chief Operating Officer, as a Member, of the Board of Directors and as a Member
of the Executive Committee of Chromalloy American Corporation, St Louis,
Missouri, and as President of Chromalloy Natural Resources Company, Houma,
Louisiana. Chromalloy American was an international conglomerate with sales of
approximately $2.0 billion which employed 45,000 people world-wide and traded
its capital stock on the New York Stock Exchange. Mr. Toups holds the following
degrees: M.S. Aeropsace Engineering, University of Florida; M.S. Mechanical
Engineering, Georgia Tech; B.S. Mechanical Engineering, Georgia Tech and E.A.A.
from M.I.T.. From 1968 to 1969, Mr. Toups attended M.I.T. on a NASA Hugh Dryden
Fellowship.
Mark Clancy (42) Director, Executive Vice President and Corporate
Secretary. Mr. Clancy has served the Company in the capacities of Director,
Corporate Secretary and Executive Vice President since its inception in July,
1997. Mr. Clancy's past business experiences include between 1993 - 1997 as
Compliance Officer, DMV, Inc., Largo, Florida: 1996 to present: President, Total
Kids, Incorporated, Tampa, Florida. Prior thereto, Mr. Clancy served as General
Sales Manager of WRCC FM Radio, Cape Coral, Florida, and as Sales Consultant to
WIZD FM Radio, West Palm Beach, Florida. Mr. Clancy was honorably discharged
from the United States Marine Corps in 1982 and holds an AA degree from
Hillsborough Community College, Tampa, Florida and currently attends the
University of South Florida.
Michael P. Toups (33) Director, Vice President, Finance and Chief Financial
Officer. Mr. Toups has served as Director, Vice-President, Finance and Chief
Financial Officer for the Company since its inception. Mr. Toups' past
professional experiences include, from 1996 to present: Director and
Vice-President, Finance for InterSource Health Care, Inc., Clearwater, Florida;
1992 through the present; Vice-President, Finance and Operations, DMV, Inc.
Clearwater, Florida. Mr. Toups holds a MBA, University of Notre Dame with
concentrations in finance and marketing and a BA degree in Business
Administration from Texas Christian University.
Errol J. Lasseigne (57). Proposed Director. Mr. Lasseigne is currently an
owner/Officer of Senior Life Management, a New York corporation which provides
psychological services and is an owner/Officer of Garden State Hospice, a New
Jersey corporation which provides hospice services and family counseling. Mr.
Lasseigne is also an owner/Officer of L & G Management, a Florida corporation
which provides health care consulting and management services. Prior thereto,
Mr. Lasseigne spent 24 years with the Eckerd Corporation serving in various
retail pharmacy management positions and in development of institutional
pharmacies. Mr. Lasseigne spent 2 years with the Dell Crane Corporation as
Executive Vice President and Chief Operating Officer. Mr. Lasseigne is currently
affiliated with the American Society of Consultant Pharmacist, American
Pharmaceutical Association and the Florida State Chapter. He has served as
Chairman of various professional committees in six States where he is registered
to practice pharmacy.
Leslie D. Reagin, III (55). Proposed Director. Mr. Reagin is the current
President/Owner of the L.D.R. Group, an investment management company
established in 1993. Prior thereto, Mr. Reagin was engaged by the Eckerd
Corporation for 32 years of which he served in various executive positions for
22 years. Mr. Reagin is currently affiliated with the following organizations:
Board Chairman for Webber College (18 year member); Board Chairman for Career
Options Inc,; Board member and Member of the Executive Committee of Abilities of
Florida, Inc; Board member of the Florida Chamber Foundation; Board member of
the Morton Plant Mease Foundation and Board Member of the YMCA, Clearwater,
Florida. Mr. Reagin's previous affiliations include serving as a Board member of
the Florida Chamber of Commerce; Vice President of Finance and Chairman of the
Chamber Management Corporation; Member of the Board of Overseers for the
Southern College of Pharmaceutical Sciences, Miami, Florida; Past Board Chairman
of the Pinellas Private Industry Council; Member of the National Association of
Chain Drug Stores.
The Company's Chief Financial Officer, Vice-President, Finance and
Director, Michael P. Toups is the son of the Company's President, Chief
Executive Officer and Chairman of the Board of Directors, Leon H. Toups.
None of the Company's Officers or Directors have sold any of their TTL
Common Shares since inception of the Company . The Company's Officers and
Directors are in compliance with Section 16(a) of the Securities and Exchange
Act of 1934, as amended.
The Company currently has no audit, nominating or compensation committees
of the Board of Directors or committees performing similar functions. The Board
of Directors conducted four scheduled and four unscheduled Meetings which were
held during the twelve months ended December 30, 1998. Chairman Leon Toups and
Directors Mark Clancy and Michael Toups, which members constitute 100% of the
Company's Directors, attended and participated in all Meetings.
Effective June 26, 1998, Mr. Charles McClure resigned as a Director of the
Company. According to a resignation statement provided by Mr. McClure, there
were no disagreements with the Registrant on any matter relating to the
registrant's operations, policies or practices.
Effective August 20, 1998, the Company's Board of Directors resolved to
remove Mr. Jerry Kammerer as an Officer and Director for actions contrary to the
registrant's policies.
Compensation of Directors and Executive Officers.
The following table sets forth information respecting the compensation paid
during the Company's last fiscal year to the President and Chief Executive
Officer (CEO) and to the other executive officers of the Company. The Company
does not compensate its Directors for their services.
Compensation Table
Annual Long-Term
Compensation Compensation
(a) (b) (c) (d) (e)
Restricted
Name and Fiscal Stock Total
Principal Position Year Salary($) Bonus($) Award(s) Compensation
Leon H. Toups 1998 $63,666 $0 $650 $64,316
President
Chief Executive Officer
Mark Clancy 1998 $62,997 $0 $650 $63,647
Executive Vice President
Corporate Secretary
Michael P. Toups 1998 $61,958 $0 $650 $62,608
Vice President, Finance
Chief Financial Officer
Jerry Kammerer 1998(f)$48,000 $0 $0 $48,000
(a) All named executive Officers have served in their respective capacities
since formation of the Company during July 1997.
1. The Company was incorporated during July 1997. The Company activated
operations on November 1, 1997 and all three officers were compensated at
the rate of $3,000 per month for the months of November and December, 1997.
2. Any increase in Officer compensation would be predicated on prevailing
industry standards and the existing financial situation of the Company. The
Board of Directors may authorize an increase in the compensation of the
Company's executive officers without a vote of Shareholders.
3. The Company did not make any bonus cash payments to its executive officers
since inception except a Christmas bonus equal to one weeks salary which
was also given to all of the Company's employees. However, the Company may,
in the future, develop programs which may include bonus payments.
4. Each Officer received his shares upon incorporation, at par value, in lieu
of cash compensation. During the course of 1998, the Company has issued
650,000 unregistered common shares to each of its Officers
5. Mr. Kammerer served as a Director and as the Company's Vice President,
Business Development from January through August, 1998.
Independent Public Accountants.
The Company's Accountants of Record are Harper, Van Scoik & Company, L. L.
P., a worldwide organization of accounting firms and business advisors located
in Clearwater, Florida. The Company's Accountants of Record will not be present
at the Annual Meeting of Shareholders. The Company has engaged its current
Accountant of Record since inception in August, 1997 and has engaged said
Accountant of Record for the fiscal year 1999 as well as to conduct an audit of
1998 for the purposes of the Company's annual reporting obligations. The Company
has never had any disagreements with its Accountants of Record.
Voting Procedures.
At the Record Date, 25,438,356 Shares of the Company's Common stock, $.001
par value, was held by approximately 388 Shareholders of record and
approximately 777 beneficial holders total issued and outstanding. A majority of
those Shares ( a quorum) must be present, in person or by proxy, to conduct the
business of the meeting. On all matters each share of the Company's Common Stock
has one vote. Only Shareholders of record will be entitled to vote. Beneficial
holders or individuals that have stock held for them in a account with a stock
brokerage firm, bank nominee or other "street name" holder, will not be entitled
to vote such shares directly, but rather must give instructions to the stock
brokerage firm, bank nominee or other "street name" holder to grant or revoke
consent for shares of common stock held in their name. Accordingly, such
individuals should contact the person responsible for their account and direct
him or her to execute the enclosed proxy card on their behalf. All properly
executed proxies will be voted in accordance with the instructions contained
thereon, and if no choice is specified, the proxies will be voted for the
election of all nominees named in this proxy.
The quorum for the transaction of business at the Annual Meeting is a
majority of the votes eligible to be cast by holders of shares of Common Stock
issued and outstanding on the Record Date. Shares that are voted "FOR" or
"AGAINST" in any proposal are treated as being present at the meeting for
purposes of establishing a quorum and are treated as shares entitled to vote at
the Annual Meeting with respect to such proposal.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF
TOUPS TECHNOLOGY LICENSING, INC.
FOR ANNUAL MEETING OF SHAREHOLDERS ON MAY 26, 1999
1. ELECTION OF DIRECTORS. - ELECTION OF FIVE DIRECTORS.
Nominees: Leon H. Toups, Mark C. Clancy, Michael P. Toups, Errol J.
Lasseigne and Leslie D. Reagin, III.
[_] FOR all nominees listed above, EXCEPT ANY WHOSE NAMES ARE
CROSSED OUT IN THE ABOVE LIST (the Board of Directors favors
an instruction to vote for all nominees).
[_] AGAINST
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTION IS INDICATED IT WILL BE VOTED "FOR" AND ACCORDING TO THE DISCRETION OF
THE PROXIES ON ANY OTHER PROPERLY PRESENTED MATTERS.
DATED: _____________, 1999
Name of Shareholder Number of Shares Eligible to Vote
- ---------------------------------------------- ------------
(please print name of shareholder)
Signature Title
PLEASE READ: Execution should be exactly in the name in which the shares are
held; if by a fiduciary, the fiduciary's full title should be shown; if by a
corporation, execution should be in the cprporate name by its chairman of the
board, president or a vice president, or by other officers authorized by
resolution of its board of directors or its bylaws; if by a partnership,
execution should be in the partnership name by an authorized
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.