UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to 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.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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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|_| Fee paid previously with 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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(4) Date Filed:
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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, 2005, 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, 2005, 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, 2005, there were 44,144,359 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 cancelled 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.
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, 2005 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.
2
The Board of Directors has appointed Badria Hindi to serve as the Election
Inspector at the meeting. Such inspector 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. Only record
owners and persons voting under authority granted by the record owner may vote
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 agreed upon 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.
DIRECTORS AND EXECUTIVE OFFICERS
Ronald L. Wilder, who is 69 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 58 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 58 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.
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Robert S. Simon, who is 59, 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 44,144,359 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 340,000 (direct)(5) **
Value Common 401 Coors, NW
Albuquerque, NM 87120
No Par value Officers and Directors 982,350 (direct) 2.3
Common Stock (Four persons) 1,431,500 (indirect) 3.3
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2,423,850 5.6
Footnotes to table:
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) 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 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) 5.8
Value common 700 Mullen Road, NW
Albuquerque, NM 87123
Colonel Walter Long, Ret. 2,587,500 (direct)(1) 6.0
9432 Tasco Dr. NE 120,000 (indirect) * *
Albuquerque, NM 87111
- --------------
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.
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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) 2003 $42,000 300,000 shares
President and COO 2004 $42,000
2005 $42,000
Dr. Ronald Allred (3) 2002 --
Director 2003 --
2004 --
Dana J. Finley (1) 2003 $68,400 300,000 shares
2004 $68,400
2005 $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.
The Shareholders approved the Company's 2004 Employee Incentive Stock
Option plan on December 22, 2004.
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 2005 fiscal year for his services to the Company as
a Director.
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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 shareholders approval at the December 22, 2004 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
The Company's Board of Directors adopted and the Shareholders approved the
2004 Employee Incentive Stock Option Plan that granted stock options to the five
employees identified in Security Ownership of Certain Beneficial Owners. 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
Board of Directors 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.
2. 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.
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3. Between the end of the fiscal year ended on July 31, 2005, and October
14, 2005, the Company has privately placed 170,000 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
except GST, LLC has recently threatened to institute an arbitration proceeding
to determine if Titan breached the License Agreement between Titan and GST,LLC
dated May 17, 2005. Titan takes the position that GST, LLC breached the License
Agreement from its inception by misrepresenting that it could obtain a $2.00
tipping fee per delivered tire and finance the construction of 20 plants when it
could not or did not intend to accomplish those promised performances.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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.
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 $18,100. 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 2006 must be received by the Company no
later than August 31, 2006. 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.
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By Order of the Board of Directors
Robert S. Simon
Albuquerque New Mexico
November 22, 2005
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, 2006, 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, 2006. 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.
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PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TITAN TECHNOLOGIES., INC. to be held
at 9:00 a.m ,December 22, 2005 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 two 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, 2005, at the Annual Meeting of Shareholders to be held on December 22, 2005
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 2005
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. 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 ____________________, 2005
Signature
_______________________________________ DATE_____________________, 2005
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.