SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[Amendment No.........]
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 Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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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:
----------------------------------------------------------------------
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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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:_______________________________________________
2) Form, Schedule or Registration Statement No.:_________________________
3) Filing Party:_________________________________________________________
4) Date Filed:______________________________
<PAGE>
[LOGO]
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
10 Edison Street East
Amityville, New York 11701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 21, 2000
To the Stockholders of TECHNOLOGY FLAVORS & FRAGRANCES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders, which we
refer to as the annual meeting, of Technology Flavors & Fragrances, Inc., a
Delaware corporation, will be held at the executive corporate offices of Fleet
Bank, 300 Broad Hollow Road, Melville, New York 11747, on June 21, 2000, at
10:00 a.m., local time, or any adjournment or postponement thereof. Unless the
context otherwise requires, the terms "company," "our," "we," or "us" refer to
Technology Flavors & Fragrances, Inc. The anual meeting is for the following
purposes, all as more fully described in the attached Proxy Statement:
1. To elect five directors to serve for a term of one year and until their
respective successors are duly elected and qualified.
2. To ratify the appointment by our Board of Directors of Ernst & Young
LLP as independent auditors of our company for the year ending December 31,
2000, and to authorize the Board of Directors to fix their remuneration.
3. To transact such other business as may properly come before the meeting
and any and all adjournments thereof.
Only stockholders of record at the close of business on May 16, 2000 shall
be entitled to notice of and to vote at the annual meeting. A copy of our Annual
Report for the year ended December 31, 1999 is enclosed.
The Board of Directors appreciates and welcomes stockholder participation
in our affairs. You are earnestly requested to complete, sign, date and return
the accompanying form of proxy in the enclosed envelope provided for that
purpose (to which no postage need be affixed if mailed in the United States),
whether or not you expect to attend the annual meeting in person. The proxy is
revocable by you at any time prior to its exercise and will not affect your
right to vote in person in the event you attend the annual meeting. The prompt
return of the proxy will be of assistance in preparing for the annual meeting
and your cooperation in this respect will be greatly appreciated.
By Order of the Board of Directors
/s/ Joseph A. Gemmo
Joseph A. Gemmo
Secretary
Amityville, New York
May 18, 2000
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YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES,
PLEASE ATTEND THE MEETING OR COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY
TO US IN THE ENCLOSED ENVELOPE.
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<PAGE>
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
10 Edison Street East
Amityville, New York 11701
----------
Proxy Statement
For The
Annual Meeting of Stockholders
To Be Held on June 21, 2000
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INTRODUCTION
This Proxy Statement and the accompanying proxy are being furnished to the
stockholders of Technology Flavors & Fragrances, Inc., a Delaware corporation,
in connection with the solicitation of proxies by our Board of Directors for use
in voting at the annual meeting of stockholders, which we refer to as the annual
meeting, to be held at the executive corporate offices of Fleet Bank, 300 Broad
Hollow Road, Melville, New York 11747, on June 21, 2000 at 10:00 a.m. (together
with any and all adjournments or postponements thereof). This Notice of Meeting
and Proxy Statement, together with the accompanying proxy and Annual Report to
Stockholders for the year ended December 31, 1999 (including the financial
statements contained therein), are first being mailed or delivered to our
stockholders on or about May 18, 2000. Unless the text otherwise requires, the
terms "company," "our," "we" or "us", refer to Technology Flavors & Fragrances,
Inc.
At the annual meeting, the holders of outstanding shares of our common
stock, par value $.01 per share, will be asked to consider and vote upon (i) the
election of five directors to serve for a term of one year and until their
respective successors are duly elected and qualified ("Proposal 1"); (ii) the
ratification of Ernst & Young LLP as our independent auditors for the year
ending December 31, 2000 ("Proposal 2"); and (iii) such other proposals as may
properly be presented at the annual meeting. Only stockholders of record as of
the close of business on May 16, 2000, or the Record Date, will be entitled to
notice of, and to vote at, the annual meeting. Each share of common stock
entitles the holder thereof to one vote on each proposal.
The Board of Directors knows of no other matters that are to be brought
before the annual meeting other than as set forth in the Notice of Meeting. If
any other matters properly come before the annual meeting, the persons named in
the enclosed form of proxy or their substitutes will vote in accordance with
their best judgment on such matters.
Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of our common stock, represented in person or by proxy at the annual
meeting.
Approval of Proposal 2 requires the affirmative vote of holders
representing a majority of the shares of our common stock represented in person
or by proxy at the annual meeting.
The enclosed proxy provides that each stockholder may specify that his or
her shares be voted "for," "against" or "as abstaining from voting" with respect
to each proposal. If the enclosed proxy is properly executed and returned to us,
then your shares will be voted in accordance with the instructions contained
therein. If the enclosed proxy is signed and returned without specific
instructions, then your shares will be voted FOR Proposal 1 and Proposal 2. If
any other business properly comes before the stockholders for a vote at the
annual meeting, your shares will be voted in accordance with the discretion of
the holders of the proxy.
Proxies marked as "abstaining" will be treated as present for the purpose
of determining whether there is a quorum for the annual meeting but will not be
counted as voting for or against on any matter as to which such abstinence is
indicated. Thus, an abstaining vote in the election of directors will have no
legal effect on the outcome, however, an abstention as to any other matter will
have the same legal effect as a vote against such matter. Proxies returned by
brokers as "non-votes" on behalf of shares held in street name because
discretion has been withheld as to one or more matters on the agenda for the
annual meeting will be treated as present for purposes of determining whether
there is a quorum for the annual meeting if the broker is given discretion to
vote on at least one matter on the agenda.
<PAGE>
A proxy will not be valid unless the completed form of proxy is received
by us at our principal executive offices located at 10 Edison Street East,
Amityville, New York 11701 at least 48 hours (excluding Saturdays, Sundays and
holidays) prior to commencement of the annual meeting. Any stockholder who
executes and returns a proxy may revoke it at any time before it is voted at the
annual meeting by: (i) delivering written notice of such revocation to us
(attention: Corporate Secretary) prior to the commencement of the annual
meeting; (ii) submitting a duly executed proxy bearing a later date which
relates to the same shares; or (iii) attending and voting such shares at the
annual meeting. Mere attendance at the annual meeting will not, in and of
itself, revoke an otherwise valid proxy.
A representative of Ernst & Young LLP, our independent auditors, is
expected to attend the annual meeting and be available to respond to appropriate
questions. Such representative will also be given the opportunity, if desired,
to make a statement to the stockholders.
Whether or not you attend the annual meeting, your vote is important.
Accordingly, you are urged to sign and return the accompanying proxy regardless
of the number of shares you own. Shares can be voted at the annual meeting only
if the holder is present or represented by proxy.
VOTING RIGHTS AND VOTING SECURITIES
Voting at the Annual Meeting
Our Board of Directors has fixed the close of business on May 16, 2000 as
the Record Date for the determination of stockholders entitled to notice of, and
to vote at, the annual meeting. Only stockholders of record at the close of
business on the Record Date will be entitled to vote at the annual meeting. As
of May 16, 2000, there were 12,524,223 shares of common stock issued and
outstanding. The common stock is our only class of outstanding voting
securities. Each holder of shares of our common stock on the Record Date will be
entitled to one vote per share, either in person or by proxy, on each matter
presented at the annual meeting. The holders representing a majority of all of
the outstanding shares of our common stock entitled to vote at the annual
meeting, in person or by proxy, will constitute a quorum at the annual meeting.
The affirmative vote of holders representing a plurality of the shares of common
stock in person or by proxy at the annual meeting is required to approve
Proposal 1. Approval of Proposal 2 requires the affirmative vote of holders
representing a majority of the shares represented in person or by proxy at the
annual meeting.
2
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of May 18, 2000
regarding the beneficial ownership of our common stock by (A) each person known
by us to own beneficially more than 5% of our common stock, (B) each of our
directors and director-nominees, (C) each of our executive officers, and (D) all
of our executive officers, directors and director-nominees as a group (8
persons):
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned(1) Beneficially Owned
- ---- --------------------- ------------------
<S> <C> <C>
Philip Rosner **(2)............................................ 2,215,842 (3)(4) 17.6 %
A. Gary Frumberg **(2)......................................... 1,325,532 (3) 10.6 %
Richard R. Higgins............................................. 889,000 7.1 %
Stanley Altschuler............................................. 956,000 (5) 7.3 %
Richard E. Cooper.............................................. 595,000 (6) 4.5 %
Sean Deson **(2)............................................... 190,898 (7)(8) 1.5 %
Werner F. Hiller **(2)......................................... 167,351 (7)(9)(10) 1.3 %
Irwin D. Simon **(2)........................................... 140,000 (7)(9) 1.1 %
Ronald J. Dintemann (2)........................................ 158,111 (11) 1.3 %
Harvey Farber(2)............................................... 51,600 (12) *
Joseph A. Gemmo(2)............................................. 136,100 (13) 1.1 %
All directors and executive officers as a group (8 persons).... 4,385,434 32.9 %
</TABLE>
- -----------
* Less than 1%
** Denotes director and nominee for election as director.
(1) As used in this table, a beneficial owner of a security includes any
person who, directly or indirectly, through contract, arrangement,
understanding, relationship or otherwise has or shares (i) the power to
vote, or direct the voting of, such security or (ii) investment power
which includes the power to dispose or to direct the disposition of such
security. In addition, a person is deemed to be the beneficial owner of a
security if that person has the right to acquire beneficial ownership of
such security within 60 days of the date shown above.
(2) The business address of each of Messrs. Rosner, Frumberg, Dintemann,
Farber and Gemmo is c/o Technology Flavors & Fragrances, Inc., 10 Edison
Street East, Amityville, New York 11701. The business address of Mr. Deson
is 219 E. 69th Street, New York, New York 10021. The business address of
Mr. Hiller is 55 Dugway, Watchung, New Jersey 07060. The business address
of Mr. Simon is c/o The Hain Food Group, Inc., 50 Charles Lindbergh
Boulevard, Uniondale, New York 11553.
(3) Includes five-year options to purchase 33,333 shares of common stock
which are fully vested. Excludes five-year options to purchase 66,667
shares of common stock, of which options to purchase 33,333 and 33,334
shares of common stock will vest on June 24, 2001 and June 24, 2002,
respectively. These options were granted under the 1999 Stock Option Plan
on June 24, 1999 at an exercise price of $1.62 per share.
(4) Includes 36,438 shares of common stock owned by Mr. Rosner's wife. Mr.
Rosner disclaims beneficial ownership of the shares owned by his wife.
(5) Includes 361,000 shares of common stock personally owned by Mr. Altschuler
and 595,000 shares of common stock issuable upon the exercise of warrants
held by Strategic Growth International, or SGI, of which Mr. Altschuler
and Mr. Richard E. Cooper are each 50% stockholders. We call these
warrants the SGI Warrants. See"- Note 6." Mr. Altschuler may be deemed to
own the 595,000 shares of common stock underlying the SGI Warrants, which
are currently exercisable. Accordingly, Mr. Altschuler may be deemed to
beneficially own an aggregate of 956,000 shares of common ctock. Mr.
Altschuler has sole voting and dispositive power over the 361,000 shares
of common stock which he personally owns. Mr Altschuler shares dispositive
power over the SGI Warrants and, upon the exercise of such warrants, would
share voting power over the shares of common stock underlying such
warrants.
3
<PAGE>
(6) Represents 595,000 shares of common stock issuable upon the exercise of
the SGI Warrants by SGI, of which Mr. Cooper and Mr. Altschuler are each
50% stockholders. See "-Note 5." Accordingly, Mr. Cooper may be deemed to
own the 595,000 shares of common stock underlying the SGI Warrants, which
are currently exercisable. Mr. Cooper shares dispositive power over the
SGI Warrants and, upon exercise of such warrants, would share voting power
over the shares of common stock underlying such warrants.
(7) Includes ten-year options to purchase 100,000 shares of common stock
granted on June 24, 1999, which are fully vested.
(8) Includes fully vested ten-year options to purchase: (i) 80,000 shares of
common stock granted on June 29, 1998; (ii) 6,731 shares of common stock
granted on April 28, 1999; and (iii) 4,167 shares of common stock granted
on October 27, 1999. Excludes options to purchase 120,000 shares of common
stock that have not yet vested. These options vest in equal increments of
40,000 shares in each of 2001 through 2003.
(9) Includes ten-year options to purchase 40,000 shares of common stock
granted on June 29, 1998, which are fully vested. Excludes options to
purchase 60,000 shares of common stock granted on such date that have not
yet vested. The unvested options vest in equal increments of 20,000 shares
in each of 2001 through 2003.
(10) Includes ten-year options to purchase 6,731 shares of common stock granted
on April 28, 1999, which are fully vested.
(11) Includes fully vested ten-year options to purchase: (i) 75,000 shares of
common stock granted on April 8, 1994; (ii) 10,000 shares of common stock
granted on June 27, 1997; and (iii) 4,000 shares of common stock granted
on April 28, 1999. Excludes options to purchase an additional 31,000
shares of common stock that have not yet vested. Of such unvested options,
options to purchase 9,000 shares of common stock will vest in each of
2001, 2002 and 2003, and options to purchase 4,000 shares of common stock
will vest in 2004.
(12) Includes fully vested ten-year options to purchase: (i) 10,000 shares of
common stock granted on January 23, 1996; (ii) 30,000 shares of common
stock granted on February 27, 1997; and (iii) 4,000 shares of common stock
granted on April 28, 1999. Excludes options to purchase an additional
36,000 shares of common stock that have not yet vested. Of such unvested
options, options to purchase 14,000 shares of common stock will vest in
each of 2001 and 2002, and options to purchase 4,000 shares of common
stock will vest in each of 2001 and 2002, and options to purchase 4,000
shares of common stock in 2003 and 2004.
(13) Includes fully vested ten-year options to purchase: (i) 30,000 shares of
common stock granted on February 27, 1997; (ii) 100,000 shares of common
stock granted on December 1, 1997; and (iii) 4,000 shares of common stock
granted on April 28, 1999. Excludes options to purchase an additional
36,000 shares of common stock that have not yet vested. Of such unvested
options, options to purchase 14,000 shares of common stock will vest in
each of 2001 and 2002, and options to purchase 4,000 shares of common
stock will vest in 2003 and 2004.
4
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Our directors are elected annually at our annual meeting of stockholders.
Their respective terms of office continue until their successors have been duly
elected and qualified in accordance with our By-laws or their earlier
resignation. Our Board of Directors currently consists of five directors. At the
annual meeting, five directors are to be elected to serve for a term of one year
and until their respective successors are duly elected and qualified. All
nominees (Messrs. Rosner, Frumberg, Deson, Hiller and Simon ) are currently
members of the Board of Directors.
The designated representatives named in the enclosed proxy intend to vote
for the election to the Board of Directors of each of the nominees listed below,
unless the proxy is marked to expressly indicate otherwise. Should any of such
nominees be unable or unwilling to accept such election (which the Board of
Directors does not anticipate), then the designated representatives named in the
enclosed proxy will vote for the election of such other persons as the Board of
Directors may recommend. Proxies cannot be voted for a greater number of persons
than the number of nominees named.
Vote Required
Approval of Proposal 1 to elect five directors requires the affirmative
vote of a plurality of the shares of our common stock represented in person or
by proxy at the annual meeting. The Board of Directors recommends that
stockholders vote FOR each of the five director nominees listed below.
Information Concerning Directors, Director Nominees and Executive Officers
The following table sets forth information regarding our directors,
director nominees and our executive officers as of May 18, 2000.
<TABLE>
<CAPTION>
Name Age Positions with the Company
- -------------------------- ----- --------------------------------------------------
<S> <C> <C>
Philip Rosner(1).......... 64 Chairman of the Board of Directors and President
A. Gary Frumberg(1)....... 66 Director and Executive Vice President
Joseph A. Gemmo........... 54 Vice President, Chief Financial Officer, Secretary
and Treasurer
Ronald J. Dintemann....... 56 Vice President--Operations
Harvey Farber............. 59 Senior Vice President--Flavor Division
Sean Deson(1)............. 36 Director
Werner F. Hiller(1)....... 63 Director
Irwin D. Simon(1)......... 41 Director
</TABLE>
- ---------------------
(1) Indicates director nominee and current member of our Board of Directors
standing for re-election.
5
<PAGE>
The business experience of each of the persons listed above for at least
the last five years is as follows:
Philip Rosner has been the Chairman of the Board of Directors and
President of our company since 1989. Mr. Rosner has been engaged in the flavor
and fragrance industry for over 46 years. Prior to 1989, Mr. Rosner was
President of Globe Extracts, Inc., and for 15 years before that, was President
of Felton Worldwide, Inc., both of which produced and marketed flavors and
fragrances.
A. Gary Frumberg has been a Director and an Executive Vice President of
our company since 1989. Prior to 1989, Mr. Frumberg served as Vice
President--International Sales of Felton Worldwide, Inc.
Joseph A. Gemmo has been Vice President and Chief Financial Officer of our
company since August 1996 and Secretary and Treasurer since June 1998. From
January 1994 to April 1996, Mr. Gemmo was the Chief Financial Officer of
Bio-Botanica, Inc., a developer and manufacturer of herbal extracts. From 1989
to 1994, Mr. Gemmo was the Chief Financial Officer of General Aerospace
Materials Corp.
Ronald J. Dintemann has been Vice President--Operations of our company
since May 1989. Prior to joining our company, Mr. Dintemann served as Vice
President--Operations of Globe Extracts, Inc. for two years.
Harvey Farber has been Senior Vice President--Flavor Division of our
company since October 1997. From October 1995 through October 1997, Mr. Farber
was Senior Vice President--Flavor Development of our company. Before Mr. Farber
joined our company, he was the Vice President--Flavor Development at J.
Manheimer Inc. for 12 years.
Sean Deson has been a Director of our company since June 1998. Since March
2000, Mr. Deson has been the Managing Partner of Deson & Co., a private equity
investment firm. From 1990 until March 2000, Mr. Deson served in various
positions with Donaldson, Lufkin & Jenrette Securities Corporation, including
Senior Vice President of the Investment Banking Division. Mr. Deson also serves
as a member of the Board of Directors of SpecChem International Holdings, LLC,
Versity.com, SystemsFusion Inc., and Active Worlds.com, Inc., a company quoted
on the OTC Bulletin Board.
Werner F. Hiller has been a Director of our company since June 1998. Since
1996, Mr. Hiller has been a consultant to General Spice Companies, a division of
ConAgra, Inc., and previously served as the President of General Spice Companies
from 1990 to 1996. Mr. Hiller was the also the co-founder of General Spice
Companies, and from 1965 to 1990, he served as Executive Vice President and
Treasurer.
Irwin D. Simon has been a Director of our company since June 1998. Mr.
Simon has been the President and Chief Executive Officer of The Hain Food Group,
Inc., a natural and specialty foods company listed on Nasdaq, since 1993. Prior
to 1993, Mr. Simon spent 15 years in various sales and marketing positions,
including Vice President of Marketing of Slim-Fast Foods Company, and Eastern
Regional Director of Haagen-Dazs Shops, a division of Grand Metropolitan, PLC.
All of our directors serve until the next annual meeting of stockholders
or until their respective successors are duly elected and qualified. Officers
serve at the discretion of the Board of Directors, subject to rights, if any,
under their contracts of employment. There are no family relationships among our
directors and executive officers.
6
<PAGE>
Meetings of the Board of Directors and Committees
Our business affairs are managed under the direction of the Board of
Directors. Members of the Board are informed about our affairs through
presentations, reports and documents distributed to them, operating and
financial reports routinely presented at meetings of the Board of Directors and
committee meetings, and through other means. In addition, the directors of our
company discharge their duties throughout the year not only by attending
meetings of the Board of Directors but also through personal meetings and other
communications, including telephone contact with management and others of our
company.
During 1999, our Board of Directors held four meetings and acted by
unanimous written consent five times. Each director attended at least 75% of the
Board meetings and committee meetings held during 1999.
Board Committees
Our Board of Directors has an Executive Committee, an Audit Committee and
a Compensation Committee. The members of these committees are appointed by the
Board of Directors.
Executive Committee. The Executive Committee of the Board of Directors may
exercise, except when the Board of Directors is in session and to the extent
permitted by the General Corporation Law of the State of Delaware, all of the
powers of the Board of Directors in the management of our affairs. The Executive
Committee did not meet in 1999. The current members of the Executive Committee
are Messrs. Rosner, Deson and Hiller.
Audit Committee. The Audit Committee recommends to the Board of Directors
the firm to be selected each year as independent auditors of our financial
statements and to perform services related to such audit. The Audit Committee
also has responsibility for (i) reviewing the scope and results of the audit
with the independent auditors, (ii) reviewing our financial condition and
results of operations with management, (iii) considering the adequacy of our
internal accounting, bookkeeping and control procedures, and (iv) reviewing any
non-audit services and special engagements to be performed by the independent
auditors and considering the effect of such performance on the auditors'
independence. The Audit Committee met twice in 1999. The current members of the
Audit Committee are Messrs. Deson and Hiller.
Compensation Committee. The Compensation Committee recommends to the Board
of Directors the compensation to be paid to our executive officers and other key
personnel, reviews new or existing employee compensation programs and
periodically reviews management perquisites and other benefits. The Compensation
Committee met once in 1999. The current members of the Compensation Committee
are Messrs. Hiller and Simon.
We have not established a nominating committee and/or a corporate
governance committee as recommended by the December 1994 report issued by the
Toronto Stock Exchange Committee on Corporate Governance in Canada, which we
call the TSE Report. We believe, however, that the nomination of directors and
other issues normally considered by these committees can be effectively managed
by the Board of Directors due to its composition, or by the Audit Committee. See
"--Statement of Corporate Governance Practices."
Director Compensation
Each of our outside directors is entitled to a $10,000 annual fee, plus
$500 for each formal meeting attended. Alternatively, an outside director may,
at his option and in lieu of such cash remuneration, elect to receive a
non-qualified stock option grant for such earned fees. In addition, directors
are reimbursed for reasonable expenses actually incurred in connection with
attending each formal meeting of the Board of Directors or any committee
thereof. Our outside directors currently are Messrs. Deson, Hiller and Simon.
7
<PAGE>
On June 24, 1999, each of Messrs. Deson, Hiller and Simon received
non-qualified stock options to purchase 100,000 shares of our common stock.
These options have an exercise price of $1.47 per share, the market price of our
common stock on the OTC Bulletin Board on the date of the grant. These options
have a term of ten years and vest immediately. All of such options are included
as part of either the 1996 or 1999 Stock Option Plans.
Statement of Corporate Governance Practices
Our common stock is listed on the American Stock Exchange and the Toronto
Stock Exchange. The by-laws of the Toronto Stock Exchange require listed
companies to disclose their approach to corporate governance on an annual basis
and within the context of certain guidelines proposed in the TSE Report. The
report focuses on the importance of each company addressing the governance issue
in its own context and the receipt by the company's stockholders of an
explanation for each company's approach to governance. There is no requirement
for our company to comply with the guidelines in the TSE Report, and the report
itself recognizes that each company should have the flexibility to develop its
own approach to corporate governance.
Of particular significance is the fact that our company is organized under
the laws of the State of Delaware, and therefore is subject to that State's laws
and principles of corporate governance. We are of the opinion that our approach
to corporate governance is in compliance with Delaware law and the principles of
the TSE Report.
Unrelated Directors
Much of the discussion in the TSE Report focuses on the composition of a
company's board of directors and, in particular, the number of "unrelated
directors." In the TSE Report, an "unrelated director" is a director who is free
from any interest and any business or other relationship which could, or could
reasonably be perceived to, materially interfere with that director's ability to
act with a view to the best interests of the company, other than an interest
arising from such director's status as a stockholder. The TSE Report also
focuses on the importance of having an appropriate portion of the board of
directors which is free from any interest or relationship with a "significant
shareholder" of the company (i.e., a shareholder controlling more than 50% of a
company's common stock). We do not have a "significant shareholder" within the
meaning of the TSE Report.
We believe that three of our five directors and director- nominees (i.e.,
Messrs. Deson, Hiller and Simon) are "unrelated" within the meaning of the TSE
Report.
The Board of Directors has no formal policy setting out which specific
matters must be brought by the President and management to the Board of
Directors for approval, although generally all material transactions are
presented by management for approval by the Board of Directors.
Response to Stockholders
Management is available to stockholders to respond to questions and
concerns on a prompt basis. The Board of Directors believes that our company is
generally responsive to the inquiries of stockholders and others interested in
us.
8
<PAGE>
Expectations of Management
The Board of Directors works closely with members of management. The
Board's access to information relating to our operations, through membership on
the Board of several key members of management and, as necessary, attendance by
other members of management at the request of the Board, are important elements
to the effective and informed functioning of the Board of Directors.
The Board of Directors expects our management to take the initiative in
identifying opportunities and risks affecting our business and to finding means
to deal with such opportunities and risks for our benefit.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers and persons who beneficially own more than
10% of our common stock (collectively, the "Reporting Persons") to file with the
Securities and Exchange Commission (and, if such security is listed on a
national securities exchange, with such exchange) various reports as to
ownership of such common stock. Such Reporting Persons are required by
Securities and Exchange Commission regulations to furnish us with copies of all
Section 16(a) reports they file. Based solely upon a review of copies of Section
16(a) reports and representations received by us from Reporting Persons, and
without conducting any independent investigation of our own, in 1999, all Forms
4 and 5 were timely filed with the Securities and Exchange Commission by such
Reporting Person.
9
<PAGE>
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid to or earned by our Chairman of the Board and President and
the other four most highly compensated executive officers of our company (other
than the Chairman of the Board and President) whose total annual salaries and
bonuses exceeded $100,000 for the year ended December 31, 1999:
Summary Compensation Table
<TABLE>
<CAPTION>
Awards
Annual Annual ---------- Payouts
Compensation Compensation Securities -------
------------ ------------ Underlying All Other
Name and Principal Position Year Salary Bonus Options/SARs Compensation (1)
- --------------------------- ---- ------ ----- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Philip Rosner .......................... 1999 $225,000 $ 4,327 100,000(2) $10,923
Chairman of the Board and President 1998 225,930 -- -- 11,545
1997 235,000 -- -- 11,603
A. Gary Frumberg ....................... 1999 208,000 4,000 100,000(2) 13,089
Director and Executive Vice President 1998 208,000 -- -- 12,514
1997 192,308 -- -- 12,710
Harvey Farber .......................... 1999 150,000 2,885 20,000(3) 3,544
Senior Vice President-Flavor Division 1998 172,415 -- -- 3,446
1997 163,461 -- 50,000(4) 26,555(5)
Ronald J. Dintemann .................... 1999 140,400 2,700 20,000(3) 12,345
Vice President-Operations 1998 140,400 -- -- 12,330
1997 129,808 -- 25,000(6) 12,306
Joseph A. Gemmo ........................ 1999 135,200 2,600 20,000(3) 6,541
Vice President, Chief Financial Officer, 1998 135,200 -- -- 5,565
Secretary and Treasurer 1997 116,346 -- 150,000(7) 3,509
</TABLE>
- ----------
(1) Represents personal use of automobile expenses and life insurance of such
executive.
(2) Represents five-year stock options to purchase 100,000 shares of common
stock granted in June 1999 under the 1999 Stock Option Plan at an exercise
price of $1.62 per share.
(3) Represents ten-year stock options to purchase 20,000 shares of common
stock granted in April 1999 under the 1993 Stock Option Plan at an
exercise price of $.875 per share.
(4) Represents ten-year stock options to purchase 50,000 shares of common
stock granted in February 1997 under the 1996 Stock Option Plan at an
exercise price of $1.31 per share. See "- Employment Agreements."
(5) Includes the value of 25,000 shares of common stock valued at $1.00 per
share issued to Mr. Farber as additional compensation pursuant to his
amended employment agreement.
(6) Represents ten-year stock options to purchase 25,000 shares of common
stock granted in June 1997 under the 1996 Stock Option Plan at an exercise
price of $1.6875 per share.
(7) Represents ten-year stock options to purchase: (i) 100,000 shares of
common stock granted in August 1996 under the 1996 Stock Option Plan at an
exercise price of $2.0625 per share; and (ii) 50,000 shares of common
stock granted in February 1997 at an exercise price of $1.31 per share.
The options to purchase 100,000 shares were repriced from $2.0625 to $1.31
on December 1, 1997, the current market price at the time of repricing.
10
<PAGE>
Option Grants in 1999
The following table sets forth certain information concerning individual
option grants during the year ended December 31, 1999 to each of the executive
officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise Price Expiration
Name Granted Fiscal Year Per Share Date
- ---- ----------------------------------- -------------- ----------
<S> <C> <C> <C> <C>
Philip Rosner ............... 100,000 29.9% $ 1.62 6/24/04
A. Gary Frumberg ............ 100,000 29.9 1.62 6/24/04
Harvey Farber ............... 20,000 6.0 0.875 4/28/09
Ronald J. Dintemann ......... 20,000 6.0 0.875 4/28/09
Joseph A. Gemmo ............. 20,000 6.0 0.875 4/28/09
</TABLE>
Aggregate Option Exercises in 1999 and 1999 Year-End Option Values
The following table provides certain information concerning each exercise
of stock options during the year ended December 31, 1999 by each of the
executive officers named in the Summary Compensation Table and the year-end
value of unexercised options. The stock options listed below were granted
without tandem stock appreciation rights. We have no freestanding stock
appreciation rights outstanding.
<TABLE>
<CAPTION>
Number of Number of Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired on Value December 31, 1999 December 31, 1999($)
Name Exercise Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- -------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Philip Rosner ............... -- -- 0/100,000 $ -/-(2)
A. Gary Frumberg ............ -- -- 0/100,000 -/-(2)
Harvey Farber ............... -- -- 44,000/36,000 1,660/5,040
Ronald J. Dintemann.......... -- -- 89,000/31,000 47,010/5,040
Joseph A. Gemmo ............. -- -- 134,000/36,000 1,260/5,040
</TABLE>
- ----------
(1) Value of unexercised "in-the-money" options is equal to the difference
between the closing per share price of our common stock on the Toronto
Stock Exchange at December 31,1999 (U.S. $1.21) and the option exercise
price per share multiplied by the number of shares subject to options.
(2) None of these options were "in the money" at December 31, 1999.
Employment Agreements
In October 1995, we entered into a five-year employment agreement with Mr.
Rosner which provides that he will serve as the President of our company. The
agreement provides for an annual base salary (adjustable in accordance with the
Consumer Price Index) of $235,000. Effective January 1, 1998, we increased Mr.
Rosner's annual base salary to $244,400 per year. Effective May 1, 1998, Mr.
Rosner voluntarily reduced his annual salary from $244,400 to $200,000 for the
remainder of 1998. Effective January 1, 1999, Mr. Rosner's annual base salary
was increased to $225,000. The agreement contains, among other things, customary
termination and confidentiality provisions. See "- Certain Relationships and
Related Transactions - Transactions with Directors and Executive Officers."
In October 1995, we entered into a five-year employment agreement with Mr.
Frumberg which provides that he will serve as Executive Vice President of our
company. The agreement provides for an annual base salary (adjustable in
accordance with the Consumer Price Index) of $200,000. Effective January 1,
1998, we increased Mr. Frumberg's annual base salary to $208,000. The agreement
contains, among other things, customary termination and confidentiality
provisions. See "- Certain Relationships and Related Transactions - Transactions
with Directors and Executive Officers."
11
<PAGE>
In January 1996, we entered into a five-year employment agreement with
Ronald J. Dintemann to serve as Vice President-Operations of our company.
Pursuant to his employment agreement, Mr. Dintemann is entitled to receive an
annual base salary (adjustable in accordance with the Consumer Price Index) of
$135,000. Effective January 1, 1998, we increased Mr. Dintemann's annual base
salary to $140,400. Mr. Dintemann's employment agreement contains, among other
things, customary termination and confidentiality provisions.
In August 1996, we entered into a three-year employment agreement with
Joseph A. Gemmo to serve as Vice President and Chief Financial Officer of our
company. Pursuant to his employment agreement, Mr. Gemmo is entitled to receive
an annual base salary of $115,000. Effective August 1997, we increased Mr.
Gemmo's annual base salary to $130,000. Effective January 1, 1998, we increased
Mr. Gemmo's annual base salary to $135,200. In addition, pursuant to his
employment agreement, on August 2, 1996, Mr. Gemmo received options to purchase
100,000 shares of our common stock. Mr. Gemmo's employment agreement also
provides that Mr. Gemmo may receive an annual bonus, payable at our sole
discretion. On December 1, 1997, our Board of Directors authorized us to reprice
the options granted to Mr. Gemmo in August 1996 to purchase 100,000 shares of
our common stock from $2.0625 to $1.31 per share, the market price of our common
stock at the time of repricing and to pay Mr. Gemmo a minimum cash bonus of
$50,000 in the event our company undergoes a "change of control." On August 2,
1999, Mr. Gemmo's employment agreement was renewed for an additional three-year
term.
1993 Stock Option Plan
In November 1993, we adopted, and the stockholders approved, the 1993
Stock Option Plan pursuant to which we may grant to our employees options to
purchase up to 500,000 shares of our common stock. The options granted under the
1993 Stock Option Plan may be exercised during the ten-year period after they
are granted, at an exercise price equal to the mean between the high and low
selling prices of our common stock on the Toronto Stock Exchange on the date of
the grant. Options granted to any person who beneficially owns ten percent (10%)
or more of our common stock may not be exercised after the fifth anniversary of
the date of the grant and must be granted at an exercise price equal to 110% of
the market price at the date of the grant. In May 1999, our Board of Directors
terminated the 1993 Stock Option Plan for the purpose of granting additional
stock options. Termination of the 1993 Stock Option Plan will not affect options
that were granted prior to the termination date.
As of May 18, 2000, options to purchase an aggregate of 423,000 shares of
our common stock were outstanding under the 1993 Stock Option Plan.
1996 and 1999 Stock Option Plans
In 1996, our then existing Board of Directors adopted, and the
stockholders approved, the 1996 Stock Option Plan.
In May 1999, our Board of Directors adopted, and in June 1999, the
stockholders approved, the 1999 Stock Option Plan.
The maximum number of shares of common stock that may be subject to
options under each of the 1996 and 1999 Stock Option Plans may not exceed
1,000,000 shares. This number may be adjusted in certain events, such as a stock
split, reorganization or recapitalization. Our employees (including officers and
directors who are employees) and employees of our company's subsidiaries are
eligible for the grant of incentive stock options under the 1996 and 1999 Stock
Option Plans. Directors who are not employees are not eligible to receive
incentive stock options, but may receive non-qualified options. In the event of
incentive stock options, the aggregate fair market value of our common stock
with respect to which such options become first exercisable by the holder during
any calendar year cannot exceed $100,000. This limit does not apply to
non-qualified options. To the extent an option that otherwise would be an
incentive stock option exceeds this $100,000 threshold, it will be treated as a
non-qualified option.
In the case of an incentive stock option, the exercise price cannot be
less than the fair market value (as defined in the 1996 and 1999 Stock Option
Plans) of our common stock on the date the option is granted and, if an optionee
is a stockholder who beneficially owns 10% or more of our outstanding common
stock, the exercise price of incentive stock options may not be less than 110%
of the fair market value of our common stock. The term of an option cannot
exceed ten years and, in the case of an optionee who owns 10% or more of the
outstanding common stock, cannot exceed five years.
12
<PAGE>
The 1996 and 1999 Stock Option Plans will terminate automatically and no
options may be granted more than ten years after the dates the 1996 and 1999
Stock Option Plans, respectively, were approved by our Board of Directors. The
1996 and 1999 Stock Option Plans may be terminated at any prior time by the
Board of Directors. Termination of the 1996 and 1999 Stock Option Plans will not
affect options that were granted prior to the termination date.
As of May 18, 2000, options to purchase 951,462 and 300,000 shares of
common stock were outstanding under the 1996 and 1999 Stock Option Plans,
respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Principal Shareholders
None.
Transactions with Directors
In October 1999, we began selling flavor products to The Hain Food Group,
Inc., a Delaware corporation. Irwin D. Simon, a director of our company, is a
director and Chief Executive Officer and President of The Hain Food Group. Our
sales to The Hain Food Group totaled approximately $213,000 for the three month
period of 1999, which we believe were competitive with other available sources
for such flavor products. We sold no products to The Hain Food Group during 1998
or 1997.
On June 29, 1998, our then four outside directors were granted non-plan
options to purchase an aggregate of 500,000 shares of common stock, subject to
the approval of the stockholders and the Toronto Stock Exchange, at an exercise
price of $.9687 per share, the market price of our common stock on the date of
the grant. On April 26, 1999, the Board of Directors approved the conversion of
such options to non-qualified stock options under our 1996 and 1993 Stock Option
Plans and, as a result, the approval of our stockholders and the Toronto Stock
Exchange was not required.
In 1999, we granted ten-year options to purchase an aggregate of 717,629
shares of common stock, including the converted options referred above, to Sean
Deson, Werner F. Hiller and Irwin D. Simon, our outside directors and 100,000
shares of converted options to Bruce S. Foerster, a former director of our
company. These options were granted at exercise prices ranging from $.875 to
$1.47 per share. Options to purchase 317,629 shares are fully vested, and
options to purchase 400,000 shares vest over five years from the date of the
grant.
Transactions with Executive Officers
In 1999 and 1998, we sold fragrance products to Scent-A-Vision, Inc., a
company owned by Ms. Sharon Christie, who is the spouse of Mr. Philip Rosner,
our Chairman and President. Our sales to Scent-A-Vision in 1999 and 1998 were
approximately $342,000 and $244,000, respectively, which we believe were
competitive with other available sources for such fragrance products.
In 1999, we granted five-year and ten-year options to purchase an
aggregate of 260,000 shares of common stock to Philip Rosner, A. Gary Frumberg,
Harvey Farber, Ronald J. Dintemann and Joseph A. Gemmo, each of whom is an
executive officer of our company. These options were granted at exercise prices
ranging from $.875 to $1.62, and vest ratably over periods ranging from three to
five years.
The following table sets forth certain information regarding loans made by
us to our directors and executive officers which were outstanding as of December
31, 1999. On March 15, 1999, the loans were amended to change the maturity date
from December 31, 1999 to three annual installments of principal and interest
through March 15, 2002. As of May 18, 2000, the aggregate indebtedness owed to
us under these loans was $258,143, including accrued interest thereon. These
loans are secured by shares of our common stock that are owned by Messrs. Rosner
and Frumberg, and bear interest at a bank's prime rate and are due in equal
annual installments of principal and interest through March 15, 2002. On
February 1, 2000, Mr. Frumberg surrendered to us 25,000 shares of common stock
owned by him which resulted in a partial reduction of his outstanding loan to us
of $40,250. Mr. Rosner's loan was amended to provide that the annual installment
of principal and interest due on March 15, 2000 of $70,450 would become payable
on June 1, 2000.
13
<PAGE>
Table of Indebtedness of Directors
and Executive Officers of Company
<TABLE>
<CAPTION>
Amount Amount
Outstanding Outstanding
Involvement as of as of
Name and Principal Position of Issuer December 31, 1999(1) May 18, 2000(1)
- --------------------------- ----------- -------------------- ---------------
<S> <C> <C> <C>
Philip Rosner, Chairman of the Board and President ............. Lender $207,910 $212,875
A. Gary Frumberg, Director and Executive Vice
President .................................................. Lender 84,191 45,268
</TABLE>
- -----------
(1) Includes accrued interest.
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
Ernst & Young LLP has acted as the independent auditors of our company
since 1996, and has acted in such capacity in connection with the preparation of
our audited consolidated financial statements for the year ended December 31,
1999 and the report contained therein, which is included in our Annual Report to
Stockholders accompanying this Proxy Statement. Upon the recommendation of the
Audit Committee of the Board of Directors, in April 2000, the Board appointed
Ernst & Young LLP as our independent auditors for the year ending December 31,
2000. The stockholders are being asked to ratify the appointment of Ernst &
Young LLP as independent auditors for the year ending December 31, 2000 and to
authorize the Board of Directors to fix their remuneration. A representative of
Ernst & Young LLP is expected to be present at the annual meeting and available
to respond to appropriate questions. Such representative also will have the
opportunity, if desired, to make a statement to the stockholders.
Required Affirmative Vote
Approval of the appointment of Ernst & Young LLP as independent auditors
of our company for the year ending December 31, 2000 requires the affirmative
vote of holders representing a majority of the shares of our common stock
represented in person or by proxy at the annual meeting. The Board of Directors
unanimously recommends that the stockholders vote FOR Proposal 2.
2001 STOCKHOLDER PROPOSALS
Stockholder proposals requested to be included in our Proxy Statement for
the Year 2001 Annual Meeting of Stockholders must be received by us at our
principal executive offices, 10 Edison Street East, Amityville, New York 11701
(Attn: Corporate Secretary), prior to February 22, 2001. The Board of Directors
will review any stockholder proposals that are received in accordance herewith
and will determine whether such proposals meet applicable criteria for inclusion
in our Proxy Statement for the 2001 Annual Meeting of Stockholders.
Holders of our common stock desiring to have proposals submitted for
consideration at any future meeting of stockholders should review the applicable
rules and regulations of the Securities and Exchange Commission with respect to
submitting such proposals.
14
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters that are to be
presented for consideration at the meeting. Should any other matters properly
come before the annual meeting, the persons named in the accompanying proxy or
their substitutes will vote such proxies on behalf of the stockholders they
represent in accordance with their best judgment.
SOLICITATION OF PROXIES
Proxies are being solicited by and on behalf of the Board of Directors. We
will bear the costs of preparing and mailing the proxy materials to our
stockholders in connection with the meeting. We will solicit proxies by mail and
the directors and certain officers and employees of our company may solicit
proxies personally or by telephone or telegraph. These persons will receive no
additional compensation for such services but will be reimbursed by us for
reasonable out-of-pocket expenses. We also will request brokers, dealers, banks
and their nominees to solicit proxies from their clients, where appropriate, and
will reimburse them for reasonable out-of-pocket expenses related thereto.
ADDITIONAL INFORMATION
We will make available to any stockholder, without charge, upon a written
request therefor, copies of our Annual Report on Form 10-KSB for the year ended
December 31, 1999. Any such request should be directed to Technology Flavors &
Fragrances, Inc., Attention: Joseph A. Gemmo, Vice President and Chief Financial
Officer, at 10 Edison Street East, Amityville, New York 11701.
FOR THE BOARD OF DIRECTORS
/s/ Joseph A. Gemmo
Joseph A. Gemmo
Secretary
Amityville, New York
May 18, 2000
15
<PAGE>
PROXY
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
Solicited on Behalf of the Board of Directors
Annual Meeting of Stockholders
June 21, 2000
The undersigned hereby appoints Philip Rosner and A. Gary Frumberg (with
full power to act without the other and with power to appoint his substitute),
as the undersigned's proxy to vote all of the undersigned's shares of common
stock of TECHNOLOGY FLAVORS & FRAGRANCES, INC., a Delaware corporation, which
the undersigned would be entitled to vote at our Annual Meeting of Stockholders,
to be held at the executive corporate offices of Fleet Bank, 300 Broad Hollow
Road, Melville, New York 11747, on June 21, 2000 at 10:00 a.m., local time, and
at any and all adjournments thereof, as follows:
1. ELECTION OF DIRECTORS |_| FOR all nominees listed below (except as marked
to the contrary below)
|_| AGAINST
|_| ABSTAINING
|_| WITHOUT AUTHORITY to vote for all nominees
listed below
PHILIP ROSNER, A. GARY FRUMBERG, SEAN DESON, WERNER F. HILLER and IRWIN D. SIMON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line set forth below.)
- --------------------------------------------------------------------------------
2. To ratify the appointment of Ernst & Young, LLP as our independent
auditors for the year ending December 31, 2000, and to authorize the Board of
Directors to fix their remuneration.
|_| FOR |_| AGAINST |_| ABSTAINING |_| WITHOUT AUTHORITY TO VOTE
- --------------------------------------------------------------------------------
3. In their discretion, to transact such other business as may properly come
before the annual meeting and any and all adjournments thereof.
- --------------------------------------------------------------------------------
The shares of common stock represented by this Proxy will be voted in
accordance with the foregoing instructions. In the absence of any
instructions, such shares will be voted FOR the election of all the
nominees listed in Proposal 1 and FOR Proposal 2.
If any amendments or variations to the matters referred to above or to any
other matters identified in the Notice of Meeting are proposed at the
meeting or any adjournments thereof, or if any other matters which are not
now known to management should properly come before the meeting or any
adjournments thereof, this Proxy confers discretionary authority on the
person voting the proxy to vote on such amendments or variations or such
other matters in accordance with the best judgment of such person.
<PAGE>
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders to be held on June 21, 2000, our Proxy Statement dated May 18,
2000, the accompanying form of Proxy, and our Annual Report to Stockholders for
the year ended December 31, 1999, each of which is enclosed herewith.
The undersigned hereby revokes any proxy to vote shares of our common stock
heretofore delivered by the undersigned in connection with the annual meeting.
A STOCKHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT
HIM AND TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE ANNUAL
MEETING OTHER THAN THE NOMINEES DESIGNATED ABOVE AND MAY
EXERCISE SUCH RIGHT BY INSERTING THE NAME OF HIS NOMINEE IN
THE SPACE PROVIDED ABOVE FOR THAT PURPOSE.
Dated ______________________________________________________
______________________________________________________
Signature
______________________________________________________
Signature, if held jointly
______________________________________________________
Title (if applicable)
Please date, sign exactly as your name appears on this Proxy
and promptly return in the enclosed envelope. In the case of
joint ownership, each joint owner must sign. When signing as
guardian, executor, administrator, attorney, trustee,
custodian, or in any other similar capacity, please give your
full title. In the case of a corporation, sign in full
corporate name by president or other authorized officer,
giving title, and affix corporate seal. If a partnership, sign
in partnership name by an authorized person.
