Schedule 14A.
Information Required in Proxy Statement
________________________________________________________________________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 under ss. 240.14a-12.
Titan Technologies, 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.
[ ] $125 per Exchange Act Rules 0-11(c)1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11:
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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:
[ ] Fee paid previously by written 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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________________________________________________________________________________
Schedule 14A
PROXY STATEMENT
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 22, 2004, 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 22, 2004, 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 14, 2004, there were 39,091,908 shares of common stock issued
and outstanding. This does not include 2,000,000 shares that are issued in the
name of Wolfgang Reiger Gesellschaft that were 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 14, 2004,
The Company issued options to purchase 1,350,000 of common stock that are
subject to shareholder approval at the Annual Shareholders' Meeting. Since the
Options are not yet approved and because they were issued after October 14,2004
the 1,350,000 shares are not counted as 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 14,
2004 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 approval of the Company's 2004 Incentive Stock Option Plan.
3. 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 approved the Company's 2004 Incentive Stock Option Plan 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 nominated 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.
ADOPTION OF 2004 EMPLOYEE INCENTIVE STOCK OPTION PLAN
Management seeks shareholder approval for the Company's 2004 Incentive
Stock Option Plan ("Plan") which was adopted by the Board of Directors on
October 25, 2004. The Board granted options to five employees on October 25,
2004. The Plan replaces formerly existing options that were granted to the same
employees in the same amounts in 1998, as follows:
Ronald L. Wilder 300,000 shares
Jeff Wilder 300,000 shares
Dana Finley 300,000 shares
Robert Simon 150,000 shares
Badria Hindi 300,000 shares
All current officers as a group: 300,000 shares
All current directors who are not
executive officers as a group 300,000 shares
Mr. Wilder CEO & nominee for director 300,000 shares
Mr. Finley nominee for director 300,000 shares
Current employees, who are not executive
Officers as a group 1,050,000 shares
The closing price for the Company's stock on November 2, 2004 was $.15 per
share. The 2004 Incentive Stock Option Plan is an Incentive Stock Option.
Generally, there will be no income or expense recognized by either the
Registrant or the employee upon grant or exercise of the Stock Option.
No registration of the Options is contemplated. The Company will issue
restricted shares to the option grantees upon exercise in reliance on Section
4(2) of the 33 Act & Section 58-13B-26.K. NMSA 1978 (The New Mexico Securities
Act of 1986). When issued the shares will be restricted and will be subject to a
legend providing that they may not be sold by the grantee unless registered or
subject to an available exemption under both state and federal securities law.
The Plan provides for the total issuance of 1,350,000 shares and grants for
a total of 1,350,000 shares have been issued subject to Shareholder approval. No
other options can or will be issued under the 2004 Plan. The Board wishes to
commend and reward the years of effort and continuous commitment to the
Company's affairs demonstrated by the above named employees and encourage their
continued efforts. A copy of the 2004 Plan is available for inspection and
copying by any shareholder of record at the Company's office during normal
business hours
DIRECTORS AND EXECUTIVE OFFICERS
Ronald L. Wilder, who is 68 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 57 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 57 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 the
seven years prior to his employment at Adherent Technologies.
Robert S. Simon, who is 58, has been the Company's 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 39,091,908 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
no 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 options have not been included. 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 of 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) 3.2
Albuquerque, NM 87107
No Par Dr. Ronald E. Allred 216,000 (direct) **
Value Common 9621 Camino del Sol, NE 175,000 (indirect) (3) **
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 992,350 (direct) 2.5
Common Stock (Four persons) 1,431,500 (indirect) 3.7
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2,423,350 6.2
Footnotes to table:
- -------------------
1) Does not include an option to purchase 300,000 shares that may be immediately
exercised, subject to shareholder approval.
2) Shares are owned by Mr. Wilder's family members who look to Mr. Wilder for
advice in voting their shares.
3) 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, subject to shareholder approval.
** Less than one percent.
Persons owning 5% or more of the Company no par value common stock:
The only 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)(1) 6.4
Value common 700 Mullen Road, NW
Albuquerque, NM 87123
Colonel Walter Long, Ret. 2,250,000 (direct)(1) 5.8
9432 Tasco Dr. NE 120,000 (indirect) **
Albuquerque, NM 87111
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(1) Neither Mrs. Inman nor Colonel Long has any affiliation with the Company
resulting from her stock ownership.
Meetings of the Board:
The Board held two 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, internal
control 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.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
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) 2002 $42,000 300,000 shares
President and COO 2003 $42,000
2004 $42,000
Dr. Ronald Allred (3) 2002 --
Director 2003 --
2004 --
Dana J. Finley (1) 2002 $41,100 300,000 shares
2003 $68,400
2004 $68,400
Robert S. Simon (1) (2) 2002 $18,000 150,000 shares
Secy. 2003 $18,000
2004 $18,000
- --------------------
(1) On October 25, 2004, the Board of Directors approved and granted to four
employees options to purchase 300,000 shares and one employee an option to
purchase 150,000, shares of the Company's common stock exercisable for a
ten-year period at $0.12 per share, which shall expire on October 25, 2014.
(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
employed on a month to month basis. On October 25, 2004 the Company's Board
of Directors granted Mr. Simon a ten year option to purchase 150,000 shares
of the Company's common stock at an exercise price of $0.12 per share, the
market price of the shares on 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 2004 fiscal year for his services to the Company as
a Director.
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, or other cash compensation plan. The Registrant issued Incentive
Stock Options totaling 1,350,000 shares to five employees on October 25, 2004
subject to shareholder approval at this Annual Shareholder Meeting. 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 other than the Company's 2004 Employee
Incentive Stock Plan (see below) and there are currently no plans, arrangements,
commitments or understandings with respect to the establishment of any such
program.
EMPLOYEE INCENTIVE STOCK OPTION PLAN
On October 25, 2004 the Company's Board of Directors adopted the 2004
Employee Incentive Stock Option Plan and granted stock option to the five
employees identified in Adoption of 2004 Employee Incentive Stock Option Plan,
above aggregating 1,350,000 shares in consideration for all of the effort that
they have devoted to the development of the Company's technology and tireless
belief in the success of the Company. Each option grants the holder the right to
purchase all or part of the option, or a period of ten years from October 25,
2004, so long as an individual is an employee or within three months of
termination of employment. The Company's issued Incentive Stock Options to
employees on October 25, 2004 at an exercise price of $0.12 per share, 100% of
the closing market price of the stock on the date of grant.
None of the options have been exercised as of November 14, 2004. The
options will expire on October 25, 2014. See "Certain Transactions." The five
persons who were granted Options had previously been granted options in 1998,
for 5 years that expired in 2003.
CERTAIN TRANSACTIONS
1. 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 feedstock 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, 2004, and October 14,
2004, the Company has privately placed 155,000 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
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 the
Registrant's two fiscal years prior to fiscal 2003 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-K at any time during fiscal years
2001 and 2002 and the interim period through February 12, 2003.
There have been no changes or disagreements with Stark*Winter*Schenkein, &
Co., LLP since February 13, 2003 of the kind described in Item 304 of Regulation
S-K.
Stark* Winter*Schenkein and 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 and 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 and Co, LLP for the year ending July 31,
2004, and for review of the Company's financial statements included in its
quarterly reports on Form 10-QSB totaled $14,800. 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 2005 must be received by the Company no
later than August 31, 2005. 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 22, 2004
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, 2004, 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 14, 2004. 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 CARD
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TITAN TECHNOLOGIES., INC. to be
held at 9:00 a.m ,December 22, 2004 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 the
three items below.
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
14, 2004, at the Annual Meeting of Shareholders to be held on December 22, 2004
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 FINLEY AS
THE COMPANY'S DIRECTORS, FOR RATIFICATION AND APPROVAL OF THE COMPANY'S 2004
INCENTIVE STOCK OPTION PLAN AND IN THE DISCRETION OF THE PERSONS NAMED AS
PROXIES HEREIN ON ANY OTHER MATTER BROUGHT BEFORE THE MEETING.
1. ELECTION OF DIRECTORS - MANAGEMENT'S NOMINEES ARE:
RONALD L. WILDER - RONALD E. ALLRED - DANA J. FINLEY
[ ] YES: VOTE MY STOCK FOR 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 Nominee's name.
2. FOR APPROVAL OF THE COMPANY'S 2004 INCENTIVE STOCK OPTION PLAN.
[ ] YES: VOTE MY STOCK FOR THE 2004 INCENTIVE STOCK OPTION PLAN
[ ] NO: WITHHOLD MY VOTE FOR THE 2004 INCENTIVE STOCK OPTION PLAN
3. 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 ____________________, 2004
Signature
_______________________________________ DATE_____________________, 2004
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 MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE TIME OF VOTING AT
THE ANNUAL MEETING.