TVI CORPORATION
7100 Holladay Tyler Road • Glenn Dale, Maryland 20769 • Tel:
301-352-8800 • Fax: 301-352-8818
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF TVI CORPORATION
TO BE HELD ON JUNE 30, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of TVI
Corporation ("the Company") will be held at 2:00 p.m. (EST) on Wednesday, June
30, 1999 at the Company's offices located at 7100 Holladay Tyler Road, Glenn
Dale, Maryland 20769. The shareholders will consider and act upon the
following proposals:
1. to elect six (6) directors to serve until the next annual meeting and
until their successors have been elected and qualified.
2. to ratify the appointment of Daniel G. Gilliland, C.P.A., to serve as
auditor of the Company's financial statements for the fiscal year 1998,
ending December 31, 1998.
Only shareholders of record on the books of the Company at the close of
business on May 28, 1999 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
Assistant Secretary
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><PAGE>
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF THE
SHAREHOLDERS OF TVI CORPORATION
To be held June 30, 1999
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
2:00 p.m. EST on Wednesday, June 30, 1999 at the Company's offices at 7100
Holladay Tyler Road, Glenn Dale, Maryland 20769, 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 May 28, 1999 are entitled to notice of
the meeting and to vote at the meeting or an adjournment thereof. At the
close of business on May 28, 1999, there were 22,978,335 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 MAJORITY
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.
MATTERS TO BE ACTED UPON
Two proposals are being presented to the shareholders for a vote at the Annual
Meeting. These proposals are presented and discussed in the following
sections.
PROPOSAL ONE: ELECTION OF DIRECTORS
Six 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 seven. Current management has nominated the six individuals for
re-election to the board, as described below. There may be additional
nominations at the shareholders meeting, and any such nomination duly made
will be voted upon at the 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 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.
Management has nominated and recommends election of the following persons to
the TVI Board of Directors:
Nominees Age Director Since Position with Company
Allen E. Bender 68 4-11-95 Director and President
Joseph Borkoski 49 2-11-99 Director
Rudy J. Diaz 48 6-24-95 Director and Secretary
Joseph Duffy 54 2-11-99 Director
Mark N. Hammond 40 7-20-96 Director and Treasurer
Charles L. Sample 51 3-22-95 Director and Vice Pres
ALLEN E. BENDER
Mr. Bender is currently the Chief Executive Officer of the company and has
held that position since April 1995. Prior to this employment and for a
number of years he was an independent management consultant specializing in
management, marketing, and computer systems. He is a retired Naval officer
having served 22 years as a medical technician and hospital administrator. He
holds an MS in Financial Management from George Washington University.
JOSEPH J. BORKOSKI
Mr. Borkoski has held several executive positions which included managerial,
business development, and merger/acquisition roles. Previous employers
include Diversified International Sciences Corp and ManTech International.
He has an engineering degree from the University of Maryland and advanced
degrees from the Wharton School of Business and the University of Southern
California. He has specific expertise in business development and marketing,
and is a member of the business faculty of Anne Arundel Community College. He
currently holds the position of President at Regal Decision Systems, Inc., and
manages his own consulting firm.
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 and is currently employed by IBM
Corporation.
JOSEPH J. DUFFY
Mr. Duffy has held executive positions in several major firms in both CEO and
CFO roles. Past employers include Eastmet Corporation, McCulloch Corporation,
Vision Hardware Corp, and Woodbrook Capital. He holds a degree in accounting
from LaSalle University. He has been active in turnaround management for the
past twelve years, serving in major roles in several corporate restructurings,
revitalizations, or bankruptcy reorganizations. He serves as a director and
advisor on several boards. He is currently the CEO of Duffy Consulting Group
and Vice Chair of Strescon Corp.
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
23 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 Vice President and a Director of TVI Corporation. He has varied
business experience in both technical and managerial positions. Significant
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.
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 1998, those salaries were set at $60,000 and
$36,000, respectively.
The following table sets forth, as of May 28, 1999, 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 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.
OFFICERS, DIRECTORS AND NOMINEES:
Name and Address Amount of Percentage of
of Beneficial Owner Beneficial Ownership Voting Securities
Allen E. Bender 1,608,000 (1) 6.4%
2411 Pimpernel Drive
Waldorf, MD 20603
Joseph J. Borkoski 100,000 (2) 0.4%
1077 Old County Road
Severna Park, MD 21146
Rudy J. Diaz 460,218 (3) 1.8%
430 Newport Heights.
Alpharetta, GA 30005
Joseph J. Duffy 100,000 (4) 0.4%
1077 Old County Road
Severna Park, MD 21146
Mark N. Hammond 355,000 (5) 1.4%
2303 Alstead Lane
Bowie, MD 20716
Charles L. Sample 945,000 (6) 3.7%
11615 Bonaventure Dr.
Upper Marlboro, MD 20772
All Officers and Directors 3,568,218 (7) 14.2%
Notes:
(1) Includes options for 800,000 shares
(2) Includes options for 100,000 shares
(3) Includes options for 250,000 shares
(4) Includes options for 100,000 shares
(5) Includes options for 175,000 shares
(6) Includes options for 675,000 shares
(7) Includes options for 2,100,000 shares
Management recommends a vote for these candidates.
PROPOSAL TWO: RATIFICATION OF DANIEL GILLIAND, CPA AS 1998 AUDITOR
The Board of Directors voted to retain Daniel Gilliland, C.P.A., PC to prepare
an audit for fiscal year 1998, subject to the approval of shareholders.
Accordingly, the shareholders will be asked to vote to ratify the retention of
Mr. Gilliland to prepare an audit for the year 1998, which audit is to comply
with all SEC requirements, and will enable the Company to report to the SEC in
compliance with all applicable law and regulations.
Management recommends a vote for this proposal.
SHAREHOLDER PROPOSALS
No formal proposals have been presented by shareholders to the Board at the
time of preparation of this Proxy 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.
