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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TOUPS TECHNOLOGY LICENSING, 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)(1)
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: 5) Total fee paid:
[_] 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:
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TOUPS TECHNOLOGY LICENSING, INC.
7887 BRYON DAIRY ROAD, SUITE 105, LARGO, FLORIDA 33777
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 19, 1999
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The Annual Meeting of Shareholders of Toups Technology Licensing, Inc, a
Florida Corporation, will be held at the Company's headquarters located at 7887
Bryan Diary Road, Suite 105, Largo, Florida 33777, on February 19, 1999 at 9:00
a.m., for the following purposes:
1. To elect the five members of the Board of Directors for the ensuing year.
2. To transact such other business as may properly come before the meeting.
The names of the nominees intended to be presented by the Board of
Directors for election as Directors for the ensuing year are set forth in the
accompanying proxy statement. Only shareholders of record at the close of
business on January 19, 1999 will be entitled to vote at the meeting. This Proxy
is being provided to Shareholders of Record at or about January 19, 1999. All
shareholders are cordially invited to attend the meeting in person.
Under the present rules of the Securities and Exchange Commission (the
"Commission"), and in view of the presently anticipated date of the Company's
Proxy Statement for this year's Annual Meeting of Shareholders, the deadline for
shareholders to submit proposals to be considered for inclusion in the Company's
Proxy Statement for next year's Annual Meeting of Shareholders is expected to be
October 20, 1999. Such proposals may be included in next year's Proxy Statement
if they comply with certain rules and regulations promulgated by the Commission.
Such proposals should be submitted to the Corporate Secretary of the Company at
the address of the Company's principal executive office shown above.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, IT IS REQUESTED
THAT YOU COMPLETE, DATE AND SIGN THE ENCLOSED PROXY RELATING TO THE ANNUAL
MEETING AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR
PROXY IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Mark C. Clancy
Executive Vice President
Corporate Secretary
January 19, 1999
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Revocation Rights
A shareholder giving a proxy may revoke it at any time before it is
exercised by filing with the Secretary of the Company a written revocation or a
fully executed proxy bearing a later date. A proxy may also be revoked if the
shareholder who has executed it is present at the meeting and elects to vote in
person.
Soliciting Party
This solicitation is being made by the Registrant. The cost of soliciting
the proxies, consisting of the preparation, printing, handling and mailing of
the proxies and its related material, will be paid by the Company. The Company
estimates that it will pay fees not to exceed $1,500 in the preparation,
printing, handling and mailing of the proxies. In addition, the Company may
reimburse reasonable expenses to brokerage firms and other persons representing
beneficial owners of shares for their assistance in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain
directors, officers and regular employees of the Company without additional
compensation.
Voting Securities and Principal Holders Thereof
The following table sets forth as of January 19,1999 certain information
with respect to the beneficial ownership the Company's Common stock by each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, by each director, by each of the executive
officers named in the Summary Compensation Table, and by all directors as a
group.
# of Shares % of Shares
Name and Address Position Owned Owned
Leon H. Toups President, CEO and 4,006,680(2) 17.9%
418 Harbor View Lane Chairman of the Board
Largo, Florida 33770 of Directors
Mark Clancy Executive Vice President, 2,383,340 10.7%
417 Barrett Court Corporate Secretary and
Tampa, Florida 33617 Director
Michael P. Toups Vice-President, Finance, 2,383,340 10.7%
400 Palm Drive Chief Financial Officer
Largo, Florida 33770 and Director
Errol J. Lasseigne Director (proposed) 188,263 .08%
2364 Violet Place
Palm Harbor,Florida 34685
Leslie D. Reagin, III Director (proposed) 366,425 .16%
720 Bluffview Drive
Belleair, Florida 34640
All Officers and Directors 9,328,048 41.8%
as a Group. (five persons)
Jerry Kammerer (1) 1,660,000 7.4%
1421 Water View Drive
Largo, Florida 33771
(1) Mr. Jerry Kammerer is a former Director of the Company. Mr. Kammerer was
terminated as an Officer and Director of the Company on August 20, 1998. As
of January 19, 1999, of the 1,750,000 shares originally owned by Mr.
Kammerer, 180,000 were eligible for resale pursuant Rule 144 and Mr.
Kammerer subsequently resold the 180,000 shares.
(2) During December, 1998, Mr. Toups donated 110,000 unregistered common shares
to organizations which are part of the Catholic Church.
Directors and Executive Officers
The Company proposes that the following five individuals be elected to the
Board of Directors of the Company. Of the five proposed Directors, Messrs.
Reagin and Lasseigne are slated to serve as Outside Directors and as Members of
the Audit Committee . The persons named in the following table have been
nominated by the present Board of Directors for election as Directors and , if
elected, are willing to serve as such until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified. In the
event that any nominee is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons nominated will be unable or unwilling
to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
BELOW LISTED NOMINEES AS DIRECTORS.
The following table sets forth certain information concerning the nominees
for election to the Board of Directors. All of the nominees are currently
serving as directors of the Company, except for Mr. Errol Lasseigne and Leslie
Reagin. Messrs. Lasseigne and Reagin have been nominated by the current Board of
Directors to serve as Outside Directors and as Member of the Audit Committee. As
of the date of this proxy statement, all nominees have consented to being named
herein as nominees and to serve as directors if elected.
Age as of Year First Principal Occupation
Name Dec 31, 1998 Elected During last five years
- ---- ------------ ------- ----------------------
Leon H. Toups 60 1997 CEO, Toups Technology
CEO, DMV, Inc.
Chairman, InterSource
Mark C. Clancy 42 1997 Exec VP, Toups Technology
Compliance, DMV, Inc.
Michael P. Toups 33 1997 CFO, Toups Technology
CFO, InterSource
Leslie D. Reagan, III 55 (1) See following description
Errol Lasseigne 57 (1) See following description
(1) Messrs. Leon Toups, Mark Clancy and Michael Toups are co-foundering
Directors of the Company and were re-elected as Directors in a Meeting of
Shareholders held January 5, 1998. Messrs. Leslie Reagin and Errol
Lasseigne have been nominated to stand for election during the Meeting of
Shareholders to which this Proxy Solicitation pertains and have consented
to serve if so elected as Directors of the Company. If elected, Messrs.
Reagin and Lasseigne shall serve as Outside Directors and as Members of the
Company's to be formed Audit Committee.
Leon H. Toups (60) Chairman of the Board of Directors, President and Chief
Executive Officer. Mr. Toups has served as the Company's Chairman of the Board
of Directors, President and Chief Executive Officer since its inception. Mr.
Toups' past professional experiences include, from 1980 to present, that of
President and Chairman of the Board of Directors of DMV, Inc., Clearwater,
Florida. Prior thereto, from 1973 to 1980, Mr. Toups served as President and
Chief Operating Officer, as a Member, of the Board of Directors and as a Member
of the Executive Committee of Chromalloy American Corporation, St Louis,
Missouri, and as President of Chromalloy Natural Resources Company, Houma,
Louisiana. Chromalloy American was an international conglomerate with sales of
approximately $2.0 billion which employed 45,000 people world-wide and traded
its capital stock on the New York Stock Exchange. Mr. Toups holds the following
degrees: M.S. Aeropsace Engineering, University of Florida; M.S. Mechanical
Engineering, Georgia Tech; B.S. Mechanical Engineering, Georgia Tech and E.A.A.
from M.I.T.. From 1968 to 1969, Mr. Toups attended M.I.T. on a NASA Hugh Dryden
Fellowship.
Mark Clancy (42) Director, Executive Vice President and Corporate
Secretary. Mr. Clancy has served the Company in the capacities of Director,
Corporate Secretary and Executive Vice President since its inception in July,
1997. Mr. Clancy's past business experiences include between 1993 - 1997 as
Compliance Officer, DMV, Inc., Largo, Florida: 1996 to present: President, Total
Kids, Incorporated, Tampa, Florida. Prior thereto, Mr. Clancy served as General
Sales Manager of WRCC FM Radio, Cape Coral, Florida, and as Sales Consultant to
WIZD FM Radio, West Palm Beach, Florida. Mr. Clancy was honorably discharged
from the United States Marine Corps in 1982 and holds an AA degree from
Hillsborough Community College, Tampa, Florida and currently attends the
University of South Florida.
Michael P. Toups (33) Director, Vice President, Finance and Chief Financial
Officer. Mr. Toups has served as Director, Vice-President, Finance and Chief
Financial Officer for the Company since its inception. Mr. Toups' past
professional experiences include, from 1996 to present: Director and
Vice-President, Finance for InterSource Health Care, Inc., Clearwater, Florida;
1992 through the present; Vice-President, finance and Operations, DMV, Inc.
Clearwater, Florida. Mr. Toups holds a MBA, University of Notre Dame with
concentrations in finance and marketing and a BA degree in Business
Administration from Texas Christian University.
Errol J. Lasseigne (57). Proposed Director. Mr. Lasseigne is currently an
owner/Officer of Senior Life Management, a New York corporation which provides
psychological services and is an owner/Officer of Garden State Hospice, a New
Jersey corporation which provides hospice services and family counseling. Mr.
Lasseigne is also an owner/Officer of L & G Management, a Florida corporation
which provides health care consulting and management services. Prior thereto,
Mr. Lasseigne spent 24 years with the Eckerd Corporation serving in various
retail pharmacy management positions and in development of institutional
pharmacies. Mr. Lasseigne spent 2 years with the Dell Crane Corporation as
Executive Vice President and Chief Operating Officer. Mr. Lasseigne is currently
affiliated with the American Society of Consultant Pharmacist, American
Pharmaceutical Association and the Florida State Chapter. He has served as
Chairman of various professional committees in six States where he is registered
to practice pharmacy.
Leslie D. Reagin, III (55). Proposed Director. Mr. Reagin is the current
President/Owner of the L.DR. Group, an investment management company established
in 1993. Prior thereto, Mr. Reagin was engaged by the Eckerd Corporation for 32
years of which he served in various executive positions for 22 years. Mr. Reagin
is currently affiliated with the following organization: Board Chairman for
Webber College (18 year member); Board Chairman for Career Options Inc,; Board
member and Member of the Executive Committee of Abilities of Florida, Inc; Board
member of the Florida Chamber Foundation; Board member of the Morton Plant Mease
Foundation and Board Member of the YMCA, Clearwater, Florida. Mr. Reagin's
previous affiliations include serving as a Board member of the Florida Chamber
of Commerce; Vice President of Finance and Chairman of the Chamber Management
Corporation; Member o the Board of Overseers for the Southern College of
Pharmaceutical Sciences, Miami, Florida; Past Board Chairman of the Pinellas
Private Industry Council; Member of the National Association of Chain Drug
Stores.
The Company's Chief Financial Officer, Vice-President, Finance and
Director, Michael P. Toups is the son of the Company's President, Chief
Executive Officer and Chairman of the Board of Directors, Leon H. Toups.
Transactions Involving Officers and Directors.
On November 30, 1998, effective December 18, 1998, the Registrant acquired
InterSource HealthCare, Inc., ("InterSource") in an exchange of common shares
agreement in which the Company issued 1,203,241 unregistered common shares in
exchange for 100% of the issued and outstanding common shares of InterSource.
The Company agreed to register 225,000 of the 1,203,241 common shares issued in
the course of the acquisition. The consideration provided in the course of the
acquisition was determined based on InterSource's unaudited financial statements
for the eleven-month period ending November, 1998 and anticipated revenues and
earnings for the twelve month period between Jan - Dec, 1999. Messrs. Leon
Toups, Mark Clancy and Michael Toups, whom are three of the Company's Officers
and are also Directors, received unregistered common shares as a result of the
acquisition of InterSource.
For the eleventh-month period ended November 30, 1998, the unaudited
Statement of Operations for InterSource reflects sales of $2,438,158 and net
income of $1,214,061. The effect upon the Company as a result of the acquisition
as reflected in TTL's unaudited Statement of Operations for the Company as of
the nine-month period ended September 30, 1998 and for InterSource as of the
eleven-month period ended November 30, 1998 reflect sales of $4,139,142 and net
income of $451,611.
The Company affixed the acquisition value of InterSource at 1,203,241
shares of unregistered common stock. InterSource is a two-year old profitable
company and prior to the acquisition, was capitalized with 8,882,000 shares held
by 31 persons. In distributing the shares of TTL issued in the acquisition of
InterSource, the Company divided InterSource shareholders into two groups: (i)
individuals who had over time purchased unregistered shares of InterSource at
the rate of $1.00 per Share, and; (ii) individuals who had received shares of
InterSource as compensation or for services rendered.
The result of this division was that of the 8,882,000 outstanding shares of
InterSource, 225,000 shares held by 11 individuals were paid for at the rate of
$1.00 per share and 8,657,000 shares held by 20 individuals were issued in lieu
of compensation or for services rendered.
In concluding the acquisition of InterSource, the Company then issued
225,000 of TTL's common shares on a share-for-share basis with the 11
shareholders. None of these individuals are officers, directors, associates or
affiliates of the Company. The Company has agreed to conduct a registration of
the 225,000 shares issued to the 11 individuals.
Further in concluding the acquisition of InterSource, InterSource
authorized a 1 to .113 reverse split of its remaining outstanding shares that
were not purchased but were acquired as compensation or in exchange for services
resulting in 978,241 shares outstanding held by 20 individuals. These 978,241
InterSource Shares were then exchange on a share for share basis with 978,241
TTL Shares. Of the 978,241 TTL Shares issued in the course of acquiring
InterSource Mr. Leon Toups received 266,680 shares, Mr. Mark Clancy received
133,340 shares and Mr. Michael Toups received 133,340 shares. All three
individuals were co-founding executive Officers of InterSource and have operated
in such capacities for the past two years.
None of the Company's Officers or Directors have sold any of their TTL
Common Shares since inception of the Company . The Company's Officers and
Directors are in compliance with Section 16(a) of the Securities and Exchange
Act of 1934, as amended.
The Company currently has no audit, nominating or compensation committees
of the Board of Directors or committees performing similar functions. The Board
of Directors conducted four scheduled and four unscheduled Meetings which were
held during the twelve months ended December 30, 1998. Chairman Leon Toups and
Directors Mark Clancy and Michael Toups, which members constitute 100% of the
Company's Directors, attended and participated in all Meetings.
Effective June 26, 1998, Mr. Charles McClure resigned as a Director of the
Company. According to a resignation statement provided by Mr. McClure, there
were no disagreements with the Registrant on any matter relating to the
registrant's operations, policies or practices.
Effective August 20, 1998, the Company's Board of Directors resolved to
remove Mr. Jerry Kammerer as an Officer and Director for actions contrary to the
registrant's policies.
Compensation of Directors and Executive Officers.
The following table sets forth information respecting the compensation paid
during the Company's last fiscal year to the President and Chief Executive
Officer (CEO) and to the other executive officers of the Company. The Company
does not compensate its Directors for the services.
Compensation Table
Annual Long-Term
Compensation Compensation
(a) (b) (c) (d) (e)
Restricted
Name and Fiscal Stock Total
Principal Position Year Salary($) Bonus($) Award(s) Compensation
Leon H. Toups 1998 $63,000 $0 $650 $63,650
President
Chief Executive Officer
Mark Clancy 1998 $62,000 $0 $650 $62,650
Executive Vice President
Corporate Secretary
Michael P. Toups 1998 $61,000 $0 $650 $61,650
Vice President, Finance
Chief Financial Officer
Jerry Kammerer 1998(f) $48,000 $0 $0 $48,000
(a) All named executive Officers have served in their respective capacities
since formation of the Company during July 1997.
(b) The Company was incorporated during July 1997. The Company activated
operations on November 1, 1997 and all three officers were compensated at
the rate of $3,000 per month for the months of November and December, 1997.
(c) Any increase in Officer compensation would be predicated on prevailing
industry standards and the existing financial situation of the Company. The
Board of Directors may authorize an increase in the compensation of the
Company's executive officers without a vote of Shareholders.
(d) The Company did not make any bonus cash payments to its executive officers
since inception except a Christmas bonus equal to one weeks salary which
was also given to all of the Company's employees. However, the Company may,
in the future, develop programs which may include bonus payments.
(e) Each Officer received his shares upon incorporation, at par value, in lieu
of cash compensation. During the course of 1998, the Company has issued
650,000 unregistered common shares to each of its Officers
(f) Mr. Kammerer served as a Director and as the Company's Vice President,
Business Development from January through August, 1998.
Independent Public Accountants.
The Company's Accountants of Record are Harper, Van Scoik & Company, L. L.
P., a worldwide organization of accounting firms and business advisors located
in Clearwater, Florida. The Company's Accountants of Record will not be present
at the Annual Meeting of Shareholders. The Company has engaged its current
Accountant of Record since inception in August, 1997 and has engaged said
Accountant of Record for the fiscal year 1999 as well as to conduct an audit of
1998 for the purposes of the Company's annual reporting obligations. The Company
has never had any disagreements with its Accountants of Record.
Voting Procedures.
At the Record Date, 22,263,299 Shares of the Company's Common stock, $.001
par value, held by approximately 274 Shareholders of record were issued and
outstanding. A majority of those Shares ( a quorum) must be present, in person
or by proxy, to conduct the business of the meeting. On all matters each share
of the Company's Common Stock has one vote. All properly executed proxies will
be voted in accordance with the instructions contained thereon, and if no choice
is specified, the proxies will be voted for the election of all nominees named
in this proxy.
The quorum for the transaction of business at the Annual Meeting is a
majority of the votes eligible to be cast by holders of shares of Common Stock
issued and outstanding on the Record Date. Shares that are voted "FOR" or
"AGAINST" in any proposal are treated as being present at the meeting for
purposes of establishing a quorum and are treated as shares entitled to vote at
the Annual Meeting with respect to such proposal.
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PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF
TOUPS TECHNOLOGY LICENSING, INC.
FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 19, 1999
1. ELECTION OF DIRECTORS. - ELECTION OF FIVE DIRECTORS.
Nominees: Leon H. Toups, Mark C. Clancy, Michael P. Toups, Errol J. Lasseigne
and Leslie D. Reagin, III.
[_] FOR all nominees listed above, EXCEPT ANY WHOSE NAMES ARE CROSSED OUT IN
THE ABOVE LIST (the Board of Directors favors an instruction to vote for
all nominees).
[_] AGAINST
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTION IS INDICATED IT WILL BE VOTED "FOR" AND ACCORDING TO THE DISCRETION OF
THE PROXIES ON ANY OTHER PROPERLY PRESENTED MATTERS.
DATED: _____________, 1999
Name of Shareholder Number of Shares Eligible to Vote
- ---------------------------------- ------------
(please print name of shareholder)
Signature _____________________ Title _____________________
PLEASE READ: Execution should be exactly in the name in which the shares
are held; if by a fiduciary, the fiduciary's full title should be shown; if by a
corporation, execution should be in the corporate name by its chairman of the
board, president or a vice president, or by other officers authorized by
resolution of its board of directors or its bylaws; if by a partnership,
execution should be in the partnership name by an authorized person.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
