INFORMATION STATEMENT
REGARDING ANNUAL MEETING OF THE
SHAREHOLDERS OF TVI CORPORATION
TO BE HELD JULY 26, 1997
This statement is furnished in connection with matters to be voted at the
annual meeting of shareholders of TVI Corporation (the Company) to be held at
10:00 a.m. EST on Saturday July 26, 1997 at the Company's offices at 10209
Bacon Drive, Beltsville, Maryland 20705, and at any or all adjournments
thereof with respect to the matters referred to in the accompanying notice.
NOTICE
MANAGEMENT DOES SOLICIT YOUR PROXY IF YOU DO NOT PLAN TO ATTEND THE MEETING.
A PROXY FOR THIS PURPOSE IS ENCLOSED. IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AND VOTED AT THE MEETING.
VOTING SECURITIES AND RECORD DATE
The common stock is the only outstanding class of voting securities. Holders
of record at the close of business on June 27, 1997 are entitled to notice of
the meeting and to vote at the meeting or an adjournment thereof. At the
close of business on June 27, 1997, there were 21,767,981 shares of common
stock issued, outstanding and entitled to vote. Each share of common stock
is entitled to one vote at the meeting.
QUORUM AND PRINCIPAL SHAREHOLDERS
The presence, in person or by proxy, of the holders of a majority of the
total of the outstanding voting shares is necessary to constitute a quorum at
the annual meeting. Approval of the proposals to be presented at the annual
meeting will require the affirmative vote of the holders of a majority of the
shares present at the meeting.
The following table sets forth, as of June 27, 1997, the number of shares of
the Company's voting securities owned to the knowledge of the Company, by
each beneficial owner of more than 5% of such voting security, by each
officer and director (and nominee), and by all officers and directors of the
Company as a group. The percentages have been calculated by combining the
common stock and liquidating preferred stock and by treating as outstanding
for purposes of calculating the percentage ownership of a particular person,
all shares of the Company's stock outstanding as of such date and all such
shares issuable to such person in the event of the exercise of the person's
options or warrants, if any, exercisable at such date or within 60 days
thereafter.
<TABLE>
OFFICERS, DIRECTORS AND NOMINEES:
<CAPTION>
Name and Address Amount of Percentage of
of Beneficial Owner Beneficial Ownership Voting Securities
<S> <C> <C> <C>
Allen E. Bender 1,205,750 (1) 5.5%
2411 Pimpernel Drive
Waldorf, MD 20603
Rudy J. Diaz 205,300 .9%
9725 Summer Oaks Dr.
Roswell, GA 30076
Mark N. Hammond 185,000 (2) .8%
2303 Alstead Lane
Bowie, MD 20716
Charles L. Sample 425,000 (3) 1.9%
11615 Bonaventure Dr.
Upper Marlboro, MD 20772
Jeffrey L. Squires 380,000 (4) 1.7%
5745 Sherier Place, N.W.
Washington, D.C. 20016
All Officers and 2,401,050 (5) 11.0%
Directors as a group
<FN>
Notes:
(1) Includes options for 1,000,000 shares
(2) Includes options for 75,000 shares
(3) Includes options for 375,000 shares
(4) Includes options for 275,000 shares
(5) Includes options for 1,725,000 shares
</TABLE>
MATTERS TO BE ACTED UPON
ELECTION OF DIRECTORS
Five directors are to be elected at the annual meeting and those persons
elected will hold office until the next annual meeting of shareholders and
until their successors have been elected and qualified. The bylaws provide
that the board of directors shall consist of no more than ten members, with
the actual number to be established by resolution of the board of directors.
The current board of directors has by resolution established the number of
directors at five. Current management has nominated the present four
directors for reelection to the board, as described below; and is expecting
that there may be nominations to fill the fifth position at the shareholders
meeting.
Any vacancy that occurs during the year may be filled by a majority vote of
the board of directors without any further shareholder action. The vacancy
may be filled for the remainder of the term, which is until the next annual
meeting. There has been a vacancy on the board for part of the year 1996,
which the current directors have elected not to fill, pending this
forthcoming election. There is no reason to believe that any nominees will
be unable to serve if elected, and to the knowledge of management all
nominees intend to serve the entire term for which election is sought. The
Company envisions the possibility that one or more candidates for the vacant
board seat may seek election at the meeting.
Management has nominated and recommends the election of the following slate
to the TVI Board of Directors:
<TABLE>
Nominees
<CAPTION>
Position with Company Age Director Since
<S> <C> <C>
Rudy J. Diaz 46 6/24/95
Director
Mark N. Hammond 37 7/20/96
Director
Charles L. Sample 50 3/22/95
Director
and Vice President
Jeffrey L. Squires 51 4/4/95
Director and Chief
Corporate Counsel
</TABLE>
RUDY J. DIAZ
Mr. Diaz is a professional marketeer. He has held marketing and management
positions, primarily in the Information Technology Industry. He has a BS
in Marketing from Southern Illinois University.
MARK N. HAMMOND
Mr. Hammond is currently the Chief Financial Officer of the National Soft
Drink Association. He has previously held various financial management
positions with the Association. He is a Certified Public Accountant and
has seven years public accounting experience. He has a BS in Accounting
and is a member of several professional accountant associations.
CHARLES L. SAMPLE
Mr. Sample is currently serving as Vice President and a Director of TVI
Corporation. He has varied business experience in both technical and
managerial positions. Significant previous experience includes performance
as the CEO of an environmental remediation firm and director of operations
for a government building contractor. He has extensive experience in
government contracting. He is a private investor and co-owner of a private
investment firm. He has a BS from the University of Maryland and
specialized education in environmental engineering.
JEFFREY L. SQUIRES
Mr. Squires is currently serving as a Director of TVI Corporation and is
its Corporate Counsel. He is a practicing attorney in the Washington, D.C.
metropolitan area. His areas of expertise include general corporate law,
business litigation, and intellectual property.
REMUNERATION AND OTHER COMPENSATION OF MANAGEMENT
Presently the only management employees receiving salaries are the president,
Allen Bender, and the vice president, Charles Sample. The president's salary
is currently set at $60,000. The vice president's salary is currently set at
$36,000. During the year 1996, those salaries were set at $48,000 and
$36,000, respectively.
ELECTION OF AN AUDITOR
At the May 2, 1997 quarterly board meeting, the board agreed to retain Daniel
Gilliland, C.P.A., to prepare an audit for fiscal year 1996, subject to the
approval of shareholders. Accordingly, the shareholders will be asked to
vote on the retention of Mr. Gilliland to prepare an audit for the year 1996,
which audit is to comply with all SEC requirements, and will enable the
Company to resume reporting to the SEC in compliance with all applicable law
and regulations.
APPROVAL OF RESOLUTION CONCERNING REVERSE
SPLIT OF THE COMPANY'S STOCK
At the May 2, 1997 board meeting, the board adopted a resolution to reverse
split the Company's stock, 1 for 10. The board believed that such a reverse
split of the Company's stock would serve two important purposes:
1. Most importantly, the Company has presently authorized 25,000,000 shares
of stock, and the total issued and outstanding shares, and options for the
purchase of shares, is approaching that total, with the consequence that,
unless the stock is reverse split, the Company has no stock it could utilize
to accomplish important purposes, which could include entering into
acquisitions or transactions with other companies, and to further reward and
incentivize key personnel;
2. The price range at which the Company stock now trades, which has
recently been between $.03 and $.05 per share, is so small as to diminish
credibility the stock could have in trading markets.
The proposed reverse split would have no substantive effect on the rights of
present shareholders and option holders. It would not diminish their
respective ownership interests in the Company, nor affect their entitlement
as shareholders or option holders. It would reduce the total number of
shares outstanding by a factor of 10, but with a proportionate increase in
the per-value share of stock (subject to any market impact the split might
have on the psychology of investors). The Company cannot provide any
assurance to the shareholders as to how the market which is very thinly
traded for TVI stock will be affected by the reverse split. But the board
believes strongly that, if the Company is to survive and have any future, the
long run interests of shareholders will be best served by taking this action.
APPROVAL OF RESOLUTION CONCERNING REPRICING OF STOCK
OPTIONS PREVIOUSLY AWARDED TO DIRECTORS AND KEY
EMPLOYEES OF THE COMPANY
At a special meeting held by telephone on May 28, 1997, the board adopted a
resolution to set a new exercise price for options that had been awarded to
board members and certain key employees subsequent to April 11, 1995, the
date on which new control and management took responsibility for the affairs
of the Company from Mr. Molovinsky. The effect of the resolution is to
reprice the exercise price for all applicable stock options to the price at
which the last trade of the Company's stock occurred as of the close of
business on June 27, 1997. Subsequent to the adoption of the resolution,
that exercise price has been established as being $.05 (5 cents) per share.
The board believes that the repricing of these stock options is fair,
reasonable, and necessary to properly reward the recipients of those options,
board members and key employees, for their efforts and sacrifices during
the past two years, and to serve as a necessary incentive for their continued
efforts. The exercise price of the options, as previously established, vary
between five cents and 14 cents per share. The price of the Company's stock
subsequently had fallen below the lowest level of the previously-established
option exercise prices. The board is convinced that the fall of the stock
price reflects a general settling, approaching what might be a reasonable
value for the stock, as a result of the fraud and manipulation that occurred
prior to the assertion of control by the new board and management in the
spring of 1995.
The Company at that time was beset by severe problems on all fronts. The
price of the Company's stock at that time was still settling downward as
shareholders and prospective investors were still not fully aware of the
level of fraud and mismanagement that had taken place during Mr. Molovinsky's
tenure, and the true value of the Company. The price of the Company's stock
in 1995 and throughout 1996 as low as it may have been perceived by
shareholders who had purchased their shares at a higher price probably still
exceeded any realistic fair market value for the Company. The survival of
the Company is still very much at issue, although new management has, without
the benefit of any available financial support other than themselves, slowly
hammered away at many pressing problems. Their success is reflected in the
Company's emergence from bankruptcy; its ability to pay the entire obligation
owed to the IRS and to continuing paying down its bank debt, and the creation
of some confidence on the part of some suppliers, and the maintenance and in
some cases improvement of some customer relationships. At the same time,
again without the availability of any capital or outside financial support,
the Company has developed new products which, it hopes, will enable the
Company to survive and ultimately arrive at profitability.
Finally, without the incentive of stock options that are realistically priced
to offer some benefit, the Company fears that its key officers and employees,
and the board that provides substantial time and attention, will not further
continue their relationships with the Company in any capacity.
OTHER MATTERS
Management does not know of any other matters which are likely to be brought
before the annual shareholders' meeting. However, in the event that other
matters properly come before the shareholders, they will be acted upon
accordingly.
STOCKHOLDER PROPOSALS
No formal proposals have been presented by stockholders to the Board at the
time of preparation of this Information Statement.
MANAGEMENT DOES SOLICIT YOUR PROXY IF YOU DO NOT PLAN TO ATTEND THE MEETING.
A PROXY FOR THIS PURPOSE IS ENCLOSED. IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AND VOTED AT THE MEETING.
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF TVI CORPORATION
TO BE HELD ON JULY 26, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of TVI
Corporation ("the Company") will be held at 10:00 a.m. (EST) on Saturday, July
26, 1997 at the Company's offices located at 10209 Bacon Drive, Beltsville,
Maryland 20705. The shareholders will consider and act upon the following
matters:
1. to elect four (4) directors to serve until the next annual meeting
and until their successors have been elected and qualified.
2. to elect Daniel G. Gilliland, C.P.A., to serve as auditor of the
Company's financial statements for the fiscal year 1996, ending December 31,
1996.
3. to approve a resolution of the board of directors for a 1 for 10
reverse split of the Company's stock.
4. to approve a resolution of the Board of Directors concerning the
repricing of past awards of stock options to directors and key employees of
the company.
Only shareholders of record on the books of the Company at the close of
business on June 27, 1997 will be entitled to notice and to vote at the
meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Charles L. Sample
____________________________________
Charles L. Sample
for the Board
IMPORTANT
MANAGEMENT IS SOLICITING YOUR PROXY IF YOU DO NOT PLAN TO ATTEND THE MEETING.
A PROXY FOR THIS PURPOSE IS ENCLOSED. IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AND VOTED AT THE MEETING.
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY MANAGEMENT
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder in TVI
Corporation, does hereby constitute and appoint Allen E. Bender OR Charles L.
Sample, the true and lawful substitute, attorney-in-fact and proxy, with full
power of substitution and revocation, of the undersigned, for, and in the
name, place and stead of, the undersigned, to vote, according to the number
of votes which the undersigned would then be entitled to cast as reflected on
the books of the corporation, and with all the powers which the undersigned
would be entitled to exercise, if personally present, at the meeting of the
shareholders, to be held on July 26, 1997, or at any adjournment of such
meeting, upon any matter coming before such meeting or adjournment, and does
hereby revoke all proxies heretofore given by the undersigned as a
shareholder in said corporation. This proxy is irrevocable.
WITH REGARD specifically to the election of a Board of Directors, the proxies
appointed above are hereby directed and authorized to vote as follows on the
matters to come before the Shareholders Meeting:
For Against
1. ELECTION OF DIRECTORS:
___ ___ Rudy J. Diaz
___ ___ Mark N. Hammond
___ ___ Charles L. Sample
___ ___ Jeffrey L. Squires
________________________________ ___________________________________
Signature of Shareholder Printed Name of Shareholder
______________________ _____________________
Number of Shares Owned Date Signed
