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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 Section 240.14a-11(c) or Section 240.14a-12
TELLURIAN, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(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)(4) and 0-11.
(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:_____________________________
(4) Proposed maximum aggregate value of transaction:________________
(5) Total fee paid:_________________________________________________
|_| 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:_____________________________________________________________
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TELLURIAN, INC.
300 K Route 17 South
Mahwah, New Jersey 07430
(201) 529-0939
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 17, 1997 AT 10:00 A.M.
To the Shareholders of Tellurian, Inc.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Tellurian, Inc., a Delaware corporation (the "Company" or
"TELLURIAN"), will be held at the executive offices of Tellurian at 300 K
Route 17 South on November 17, 1997 at the hour of 10:00 A.M. local time for
the following purposes:
(1) To elect four Directors of the Company for the coming year;
(2) To consider and vote upon the ratification, adoption and
approval of an increase in the authorized number of shares
of Common Stock, $.01 par value, to 25,000,000 shares; and
(3) To transact such other business as may properly come before
the Meeting.
Only shareholders of record at the close of business on October 16,
1997 are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
By Order of the Board of Directors
Dr. Richard Swallow, Secretary
October 16, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO
ATTEND THE MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU
PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
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TELLURIAN, INC.
300 K Route 17 South
Mahwah, New Jersey 07430
(201) 529-0939
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are furnished by the
Board of Directors of Tellurian, Inc. ("Tellurian" or "the Company") in
connection with the solicitation of proxies for use at the Annual Meeting of
Stockholders (the "Meeting") referred to in the foregoing notice. It is
contemplated that this Proxy Statement (which includes the Company's annual
report on Form 10-K for its fiscal year ended December 31, 1996), together
with the accompanying form of proxy will be mailed together to shareholders on
or about October 17, 1997.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is October 16, 1997. On that date there
were issued and outstanding, 3,025,000 shares of Common Stock, par value $.01
per share. The presence, in person or by proxy, of the holders of a majority
of the shares of Common Stock outstanding and entitled to vote at the Meeting
is necessary to constitute a quorum. In deciding all questions, a shareholder
shall be entitled to one vote, in person or by proxy, for each share held in
his name on the record date. In proposal No. 1, directors will be elected by a
plurality of the votes cast at the Meeting. Proposal No. 2 will be decided by
a majority of the Company's outstanding shares entitled to vote and all other
proposals that may come before the meeting will be decided by a majority of
the votes cast at the Meeting.
All proxies received pursuant to this solicitation will be voted
(unless revoked) at the Annual Meeting of November 17, 1997 or any adjournment
thereof in the manner directed by a shareholder and, if no direction is made,
will be voted for the election of each of the management nominees for director
in Proposal No. 1 and in favor of Proposal No. 2. If any other matters are
properly presented at the meeting for action, which is not presently
anticipated, the proxy holders will vote the proxies (which confer authority
to such holders to vote on such matters) in accordance with their best
judgment. A proxy given by a shareholder may nevertheless be revoked at any
time before it is voted by communicating such revocation in writing to the
transfer agent, Continental Stock Transfer & Trust Company, at 2 Broadway,
19th floor, New York, New York 10004 or by executing and delivering a
later-dated proxy. Furthermore, any person who has executed a proxy but is
present at the Meeting may vote in person instead of by proxy; thereby
canceling any proxy previously given, whether or not written revocation of
such proxy has been given.
As of the date of this Proxy Statement, the Board of Directors knows
of no matters other than the foregoing that will be presented at the Meeting.
If any other business should properly come before the Meeting, the
accompanying form of proxy will be voted in accordance with the judgment of
the persons named therein, and discretionary authority to do so is included in
the proxies. All expenses in connection with the solicitation of this
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proxy will be paid by the Company. In addition to solicitation by mail,
officers, directors and regular employees of the Company who will receive no
extra compensation for their services, may solicit proxies by telephone,
telegraph or personal calls. Management does not intend to use specially
engaged employees or paid solicitors for such solicitation. Management intends
to solicit proxies which are held of record by brokers, dealers, banks, or
voting trustees, or their nominees, and may pay the reasonable expenses of
such record holders for completing the mailing of solicitation materials to
persons for whom they hold the shares. All solicitation expenses will be borne
by the Company.
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of August 31,
1997 (except as otherwise noted below) regarding the beneficial ownership of
the Company's Common Stock by all persons known by the Company to be
beneficial owners of more than 5% of its Common Stock and all executive
officers and directors, both individually and as a group. For purposes of
calculating the amount of beneficial ownership and the respective percentages,
the number of shares of Common Stock which may be acquired by a person within
sixty days of August 31, 1997 are considered outstanding, but shall not be
deemed to be outstanding for the purpose of computing the percentage of Common
Stock owned by any other person.
Amount
and Nature Approximate
Name and Address of of Beneficial Percent
Beneficial Owner (1) Ownership (1) of Class (2)
- -------------------- -------------- ------------
Dr. Ronald Swallow (3)(4) 370,908 12.0
Dr. Richard Swallow(3)(5) 136,481 4.5
Stuart French(3)(6) 199,261 6.3
Michael Hurd (3)(7) 0 0
All officers and directors
as a group (4 persons)(7)(8) 706,650 21.6
Mary Elizabeth
Huggins Trust (9) 430,049 14.2
John A. Bruno (10) 215,000 6.9
Jericho Limited
c/o InterTrust Management
S.A. P.O. Box 3292
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126 rue de la
Pelisserie 1211 Geneva 3
Switzerland (11)(12) 2,200,000 42.1
Imafina S.A.
c/o Hubert Hendrickx
4 Route de Beaumont
CH 1701 Fribourg
Switzerland (11)(13) 800,000 20.9
- -------------
(1) Unless otherwise indicated below, all shares are owned beneficially and of
record.
(2) Based upon 3,025,000 shares outstanding without giving effect to the
issuance of shares under the Company's outstanding Warrants and Stock
Options.
(3) The address for Dr. Ronald Swallow, Stuart French, Dr. Richard
Swallow and Michael Hurd is c/o Tellurian, Inc. at 300K Route 17
South, Mahwah, NJ 07430.
(4) Includes options to purchase 73,000 shares, which options became
exercisable at $5.00 per share commencing July 1, 1997.
(5) Includes options to purchase 27,000 shares, which options became
exercisable at $5.00 per share commencing July 1, 1997.
(6) Includes options to purchase 150,000 shares, which options became
exercisable at $5.00 per share commencing July 1, 1997.
(7) Does not include options to purchase 40,000 shares, which options
become exercisable at $5.25 per share commencing January 1, 1998.
(8) Includes options to purchase 250,000 shares, which options became
exercisable at $5.00 per share commencing July 1, 1997.
(9) Trust set up by Charles H. Powers, a founder and former shareholder,
officer and director of the Company, for the benefit of his
granddaughter, with Jane Powers Huggins as Trustee. The Trustee's
address is 2419 West Sumter, Florence, SC 29572.
(10) The address for Mr. Bruno is c/o J.W. Barclay & Co., Inc., One
Battery Park Plaza, 23rd Floor, New York, NY 10004. John A. Bruno, is
a principal of Barclay, a registered broker-dealer. Michael J. Wills
and John C. Cioffeletti, who are also principals of Barclay,
beneficially own shares of the Company's Common Stock. See "Selling
Stockholders." Mr. Bruno does not affirm the existence of a group and
none of the shares owned by Barclay, if any, or Messrs. Wills or
Cioffeletti are included in the table above as beneficially owned by
Mr. Bruno.
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(11) Represents Common Stock issuable upon exercise of Warrants.
(12) The beneficial owner of Jericho Limited is Louis Carlos SantaMaria.
The directors of Jericho Limited are Louis Carlos SantaMaria, and
Jane Borgognon.
(13) The beneficial owner and sole officer and director of Imafina S.A. is
Hubert Hendrickx.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote in favor
of the nominees named to the Board of
Directors.
Directors will be elected by a
plurality of the votes cast at the Meeting.
Four directors are to be elected at the meeting for terms of one year
each and until their successors shall be elected and qualified. It is intended
that votes will be cast pursuant to such proxy for the election of the four
persons whose names are first set forth below unless authority to vote for one
or more of the nominees is withheld by the enclosed proxy, in which case it is
intended that votes will be cast for those nominees, if any, with respect to
whom authority has not been withheld. All of the nominees are now members of
the Board of Directors. In the event that any of the nominees should become
unable or unwilling to serve as a director, a contingency which the management
has no reason to expect, it is intended that the proxy be voted, unless
authority is withheld, for the election of such person, if any, as shall be
designated by the Board of Directors. The following table sets forth
information concerning each director and officer of the Company, each of which
has been nominated to continue as a director of the Company.
Term First
of Became Principal
Name Age Office Director Occupation
- ---- --- ------ -------- ----------
Dr. Ronald Swallow 63 (1) 1988 Chairman of
the Board
Stuart French 52 (1) 1995 President
Dr. Richard Swallow 59 (1) 1988 Vice President
Of Program
Management
Michael Hurd 50 (1) 1997 Vice President of
Administration and
Finance and Chief
Financial Accounting
Officer
- ---------
(1) Directors are elected at the annual meeting of shareholders and hold
office until the following annual meeting.
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Dr. Ronald Swallow has been the Chief Executive Officer, Chairman of
the Board and Vice President-Engineering of Tellurian and its predecessor
under the same name since 1988. Dr. Swallow has a Bachelor of Science degree
in Engineering Physics, a Masters degree in Electrical Engineering and a Ph.D
in Biophysics, all from the University of Illinois.
Stuart French has been Chief Financial and Accounting Officer since
January, 1996, has served as a member of the Board of Directors since March
1995, the President of the Company since October 1993, and prior thereto was
the Vice President of Operations and Marketing from August 1991. Mr. French
joined the Company after the sale of Flightmatic Corp. which he owned and
operated from 1987 through 1991. Flightmatic was a flight simulation company
manufacturing and selling low cost general aviation training equipment.
Previously, he spent ten years at Grumman Aerospace as a Business Development
Manager for US Air Force contracts. After receiving a BS degree in Marketing
from New England College, Mr. French was a pilot in the US Navy.
Dr. Richard Swallow has been a director of Tellurian and its
predecessor under the same name since its inception in 1988. From 1988 to
October 1993 Dr. Swallow also held the position of President. Since 1973, Dr.
Swallow has been a member of the faculty and staff of Coker College in
Hartsville, South Carolina, where he is currently the Director of Information
Services. Dr. Swallow received his Ph.D. degree in Zoology from the University
of Missouri in 1968, his Masters of Science degree from the University of
Missouri in June 1966 and Bachelor of Science degree from the University of
Illinois in June 1963.
Michael Hurd joined the Company in February 1997 and was elected a
director and Vice President of Administration and Finance and Chief Financial
and Accounting in March 1997. Mr. Hurd has a BBS degree in Accounting from New
Hampshire College and has been a Certified Public Accountant in New Jersey
since 1973. Since 1985, he served in various officer capacities for Bobst
Group Inc., a Swiss machinery manufacturing and sales company with revenues in
excess of $200 million. Previously, Mr. Hurd was a partner in a printing
machinery manufacturing and sales company in New Jersey. Prior to that, he
served in various positions with the consulting group of a then Big 8 public
accounting firm.
The Company does not currently have any audit or compensation
committees of the Board of Directors or independent directors. However, in
accordance with recently promulgated regulations from NASDAQ, the Company is
required to obtain two independent directors to join its Board of Directors
and to serve on its Audit Committee on or before February 23, 1998. Tellurian
is currently seeking two outside directors to join its board of directors.
During 1996, no actual meetings were held by the board of directors.
However, the board took action by unanimous written consent on seven
occasions.
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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 the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). Officers, directors and greater than ten
percent stockholders are required by the Commission's regulations to furnish
the Company with copies of all Section 16(a) forms they file. During 1996,
Dennis Giunta filed a Form 4 late on one occasion; Jericho Limited and Imafina
S.A. filed a Form 3 late on one occasion.
Executive Compensation
Incorporated by reference is the contents of Item 10 of Tellurian's
Form 10-KSB for its fiscal year ended December 31, 1996, a copy of which is
annexed to this Proxy Statement as Exhibit A.
Certain Transactions
Incorporated by reference is the contents of Item 12 of Tellurian's
Form 10-KSB for its fiscal year ended December 31, 1996, a copy of which is
annexed to this Proxy Statement as Exhibit A.
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PROPOSAL NO. 2
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
Management recommends that you vote in favor of this proposal. A
majority of the Company's issued and outstanding shares entitled to
be cast at the meeting is required to adopt the amendment.
The Company's Board of Directors believes it advisable to amend the
Company's Certificate of Incorporation to increase the authorized Common Stock
from 10,000,000 shares of Common Stock, $.01 par value, to 25,000,000 shares
of Common Stock, $.01 par value. Accordingly, the Board adopted a resolution
proposing that an amendment (the "Amendment") to Article 4 of the Certificate
of Incorporation be presented to the shareholders at the annual meeting for
approval to effect this change in capital.
As of September 30, 1997 the Company has 3,025,000 shares outstanding
and has outstanding options, warrants and debentures exercisable or
convertible into approximately 5,842,500 shares of Common Stock.
The proposed increase in the number of authorized shares of Common
Stock would give the Company the necessary shares of Common Stock to use in
connection with the raising of capital (including a possible issuer tender
offer to attempt to induce the exercise of Tellurian's outstanding Warrants),
use in employee benefit plans, possible settlement of certain outstanding
indebtedness and other corporate purposes. Except as stated above, the Company
has no particular transaction in mind which would result in the issuance of
Common Stock which is not already reserved for issuance. No further action nor
authorization by the Company's shareholders would be necessary prior to
issuance of the Common Stock, except as may be required for a particular
transaction by the Company's Certificate of Incorporation, by applicable law
or regulatory agencies or by the rules of any stock exchange on which the
Company's Common Stock may then be listed. Adoption of the Amendment will
eliminate the delay and expense involved in calling a special meeting of
shareholders to authorize the Common Stock. Shareholders of the Company do not
have any preemptive rights with respect to any of the presently authorized but
unissued shares of Common Stock of the Company.
The authority of the Board to issue Common Stock might be considered
as having the effect of discouraging an attempt by another person or entity to
effect a takeover or otherwise gain control of the Company, since the issuance
of Common Stock would dilute the voting power of the Common Stock then
outstanding. Such shares could also be sold in public or private transactions
to purchasers who might assist the Board of Directors in opposing a takeover
bid which the Board determines not to be in the best interests of the Company
and its shareholders. Accordingly, the authority of the Board to issue Common
Stock could be used in a manner calculated to prevent the removal of
management, and make more difficult or discourage a change in control of the
Company.
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The Company is not aware of any efforts to accumulate the Company's
securities or to obtain control of the Company and has no present intention,
agreement or negotiation requiring the issuance of any additional shares of
Common Stock other than as described herein. The Company has no present
intention of soliciting a shareholder vote on any proposal, or series of
proposals, to deter takeovers.
The affirmative vote of the owners of a majority of the issued and
outstanding shares entitled to be cast at the meeting is required to adopt the
Amendment. No dissenting shareholder will have a right of appraisal or right
to receive payment for his stock by reason of such dissent.
FINANCIAL AND OTHER INFORMATION
Accompanying this Proxy Statement as Exhibit A is the Company's 1996
Annual Report on Form 10-KSB for its fiscal year ended December 31, 1996. The
Company incorporates by reference the information contained in the Company's
1996 Annual Report.
AUDITORS
The principal accountant who has been selected by the Company for the
current fiscal year is Miller, Ellin & Co. who served as the Company's
independent public accountant for the fiscal year ended December 31, 1996. It
is expected that a representative of Miller, Ellin & Co. will be present at
the Annual Meeting of Shareholders, will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be presented for consideration
at the Annual Meeting.
AVAILABILITY OF SECURITIES AND EXCHANGE
COMMISSION'S FORM 10-KSB
THE COMPANY'S REPORT FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996 ON
FORM 10-KSB INCLUDES THE FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS THERETO,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION; SUCH REPORT IS AVAILABLE
WITHOUT CHARGE TO THE STOCKHOLDERS UPON WRITTEN REQUEST. SUCH MATERIAL CAN BE
OBTAINED BY WRITING TELLURIAN, INC., ATTENTION SHAREHOLDER RELATIONS, 300 K
ROUTE 17 SOUTH, MAHWAH, NEW JERSEY 07430.
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Stockholders Proposals for the Next Annual Meeting
Proposals of security holders intended to be presented at the next
Annual Meeting must be received by the Company for inclusion in the Company's
Proxy Statement and form of proxy relating to that meeting as soon as possible
no later than June 19, 1998.
Tellurian, INC.
Dr. Richard Swallow, Secretary
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EXHIBIT "A"
Tellurian's Form 10-KSB for its fiscal year ended December 31, 1996.
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PROXY
TELLURIAN, INC. - 1997 ANNUAL MEETING
To be held on November 17, 1997 at 10:00 A.M.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder of Tellurian, Inc., a Delaware
corporation (the "Company"), acknowledges receipt of the Notice of Annual
Meeting of Shareholders, dated October 16, 1997 and hereby constitutes and
appoints Stuart French and Dr. Ronald Swallow or either of them acting
singularly in the absence of the other, with a power of substitution in either
of them, the proxies of the undersigned to vote with the same force and effect
as the undersigned all shares of Common Stock of the Company held by the
undersigned at the Annual Meeting of Shareholders of the Company to be held at
the offices of Tellurian, Inc. at 300 K Route 17 South, Mahwah, NJ 07430 on
November 17, 1997, at 10:00 A.M. local time and at any adjournment or
adjournments thereof, hereby revoking any proxy or proxies heretofore given
and ratifying and confirming all that said proxies may do or cause to be done
by virtue thereof with respect to the following matters:
1. The election of the four directors nominated by the Board of Directors.
<TABLE>
<S> <C>
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as indicated below), please check here [ ] for all nominees listed below, please check here [ ]
Stuart French Michael Hurd
Dr. Ronald Swallow Dr. Richard Swallow
</TABLE>
To withhold authority to vote for any individual nominee or nominees write
such nominee's or nominees' name(s) in the space provided ______________________
2. Consider and vote upon the approval of an amendment to the Company's
Certificate of Incorporation to increase the authoried number of shares of
Common Stock from 10,000,000 shares, $.01 par value, to 25,000,000 shares,
$.01 par value.
FOR AGAINST ABSTAIN
please check here [ ] please check here [ ] please check here [ ]
3. In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors favors a "FOR" designation for proposals 1 and 2. This
proxy when properly executed will be voted as directed. If no direction is
indicated, the proxy will be voted in favor of the four directors named in
proposal no. 1 and in favor of proposal no. 2.
Dated __________________________________1997
_________________________________________(L.S.)
_________________________________________(L.S.)
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
it appears hereon. When signing as joint tenants, all parties in the joint
tenancy must sign. When a proxy is given by a corporation, it should be signed
by an authorized officer and the corporate seal affixed. No postage is
required if returned in the enclosed envelope and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
