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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
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TNR TECHNICAL, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
/ / 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:(1)_____________________________________________
(4) Proposed maximum aggregate value of transaction:__________________________
_____________________
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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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TNR TECHNICAL, INC.
279 DOUGLAS AVENUE, SUITE 1112
ALTAMONTE SPRINGS, FLORIDA 32714
NOTICE OF A SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON NOVEMBER 21, 1995 AT 7:30 A.M.
To the Shareholders of TNR Technical, Inc.
Notice is hereby given that an Annual Meeting of Shareholders (the
"Meeting") of TNR Technical, Inc., a New York corporation (the "Company"), will
be held at the executive offices of the Company at 279 Douglas Avenue, Suite
1112, Altamonte Springs, Florida 32714 on November 21, 1995 at the hour of 7:30
A.M. local time for the following purposes:
(1) To elect three Directors of the Company for the coming year and;
(2) To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on October 24, 1995
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
Jerrold Lazarus, Chairman of the Board
October 24, 1995
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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TNR TECHNICAL, INC 279 DOUGLAS AVENUE
SUITE 1112
ALTAMONTE SPRINGS, FLORIDA 32714
(407) 682-4311
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are furnished by the Board
of Directors of the Company in connection with the solicitation of proxies for
use at the Special Meeting in Lieu of an Annual Meeting of Stockholders (the
"Meeting") referred to in the foregoing notice. It is contemplated that this
Proxy Statement, together with the accompanying form of proxy and the Company's
Annual Report for the year ended July 31, 1995 will be mailed together to
shareholders on or about October 25, 1995.
The record date for the determination of shareholders entitled to notice of
and to vote at the Meeting is October 24, 1995. On that date there were issued
and outstanding, approximately 262,422 shares of Common Stock, par value $.02
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. Directors will be elected by a plurality of the votes
cast at the Meeting. All other proposals, if any, 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 Special Meeting In Lieu of an Annual Meeting of November
21, 1995 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. 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,
American Stock Transfer & Trust Company, at 40 Wall Street, New York, New York
10005 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 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
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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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of September 30, 1995, the Company had outstanding 262,422 shares of
Common Stock. The only persons of record who presently hold or are known to own
(or believed by the Company to own) beneficially more than 5% of the outstanding
shares of such class of stock is listed below. The following table also sets
forth certain information as to holdings of the Company's Common Stock of all
officers and directors individually, and all officers and directors as a group.
Title of Class Name and Amount and Approximate
Address of Nature of Percent
Beneficial Beneficial
Owner Ownership (1)
- ---------------------------------------------------------------------------
Common Stock Wayne Thaw (3) 43,592 16.6
Common Stock Norman L. Thaw 63,228 24.1
(2)(3)
Common Stock Jerrold Lazarus 363 *
(3)
Common Stock All Directors and 107,183 40.8
Officers as a
group (three
persons)
- ---------------------------------------------------------------------------
* Owns less than 1% of the issued and outstanding shares of the Company's
Common Stock.
- ---------------
(1) All shares are directly owned, and the sole investment and voting power is
held, by the persons named.
(2) May be deemed to be a parent and/or founder of the Company under the
Securities Act of 1933, as amended and may be deemed to be a "control
person" of the Company within the meaning of the Securities Exchange Act of
1934.
(3) Address: 279 Douglas Avenue, Suite 1112, Altamonte Springs, Florida 32714.
The Company does not know of any arrangement or pledge of its securities by
persons now considered in control of the Company that might result in a change
of control of the Company.
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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.
Three 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 three 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 and were re-elected as directors by the shareholders at the
Company's last Annual Meeting which was held on November 10, 1994. 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 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
- ---- --- ------ -------- ----------
Jerrold Lazarus 63 (1) 1987 Chairman of the
Board and Chief
Executive Officer
of the Company
Norman L. Thaw 62 (1) 1979 President of
Stride Rite
Stables, Inc.,
Private Investor
Wayne Thaw 38 (1) 1983 President and
Chief Operating
Officer of the
Company
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(1) Directors are elected at the annual meeting of stockholders and hold office
to the following annual meeting.
BIOGRAPHIES OF BOARD NOMINEES
Jerrold Lazarus has been a full time employee of the Company since October
1987 and has served as an Executive Officer of the Company since joining the
Company.
3
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Norman L. Thaw is one of the founders of the Company and served as its
Chairman and Chief Executive Officer between March 1987 and April 1988. For
more than the past five years, Mr. Thaw's principal occupation is the President
of Stride Rite Stables, Inc., a thoroughbred racing and breeding farm in South
Florida.
Wayne Thaw has been a full time employee of the Company since 1980 and has
served as an Executive Officer of the Company since 1981. Wayne Thaw is the son
of Norman L. Thaw.
During fiscal 1995, action was taken by way of unanimous written consent in
lieu of a formal meeting on one occasion by the Board of Directors. One actual
meeting of the Board of Directors was held during fiscal 1995. Due to illness,
Mr. Norman Thaw was unable to attend the meeting.
The Company's last annual meeting of shareholders was held on November
10, 1994. Of the shares of Common Stock eligible to vote at such meeting,
197,193 shares were present in person or by proxy. At such meeting, Jerrold
Lazarus, Norman Thaw and Wayne Thaw were elected directors. The inspectors of
election reported that Jerrold Lazarus received 195,005 shares in favor and
2,188 shares against, Norman Thaw received 194,942 shares in favor and 2,251
shares against and Wayne Thaw received 195,005 shares in favor and 2,188
against.
The following table sets forth information concerning each executive
officer of the Company. The officers of the Company serve at the pleasure of
the Board of Directors and until their successors are chosen and qualify.
Name Age Position with Company
- ---- --- ---------------------
Jerrold Lazarus 63 Chairman of the Board, Chief
Executive Officer, Chief
Financial Officer, Secretary
and Treasurer
Wayne Thaw 38 President, Chief Operating
Officer
4
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EXECUTIVE COMPENSATION
The following table provides a summary compensation table with respect to
the compensation of the Company's two executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
- ----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted Other
and Compen- Stock Number LTIP Compen-
Principal sation Award(s) of Payouts sation
Position Year Salary ($) Bonus ($) ($) ($) Options ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerrold Lazarus 1995 81,200 7,500 4,600 0 0 0 0
CEO, 1994 79,750 7,500 4,900 0 0 0 0
Chairman of the 1993 78,300 5,000 4,700 0 0 0 0
Board
Wayne Thaw, 1995 95,200 7,500 0 0 0 0 0
President 1994 95,200 7,500 0 0 0 0 0
1993 93,500 5,000 0 0 0 0 0
</TABLE>
During the past three fiscal years, the Company has not granted restricted
stock awards, stock options or stock appreciation rights. In addition, the
Company does not have a defined benefit or actuarial plan.
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The Company has no employment contracts with its executive officers.
Jerrold Lazarus and Wayne Thaw are currently receiving a weekly salary of $1,450
and $1,700, respectively, plus four paid vacation weeks in additional salary.
Directors do not presently receive compensation for serving on the Board or on
its committees. Depending on the number of meetings and the time required for
the Company's operations, the Company may decide to compensate its directors in
the future.
The Company provides each of its two executive officers with a leased
automobile. The Company has no annuity, pension, or retirement benefits for its
employees. The Company has not afforded any of its officers or directors any
other personal benefits, the value of which exceeds 10% of his cash
compensation, which is not directly related to job performance or provided
generally to all salaried employees.
STOCK OPTION PLANS
THE 1992 PLAN
The 1992 Incentive and Non-Qualified Stock Option Plan, (the "1992 Plan"),
was approved by the Board of Directors on November 17, 1992 and ratified by
stockholders on January 29, 1993. The 1992 Plan covers 60,000 shares of Common
Stock, subject to adjustment of shares under the anti-dilution provisions of the
1992 Plan. The 1992 Plan authorizes the issuance of the options covered thereby
as either "Incentive Stock Options" within the meaning of the Internal Revenue
Code of 1986, as amended, or as "Non-Statutory Stock Options." Persons eligible
to receive options under the 1992 Plan includes employees, directors, officers,
consultants or advisors, provided that bona fide services shall be rendered by
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital raising transaction; however, only
employees (who may also be officers and/or directors) are eligible to receive an
Incentive Stock Option. The 1992 Plan also provides that no options may be
granted after November 16, 2002. As of September 30, 1995, no options have been
granted under the 1992 Plan.
The 1992 Plan is administered by the Company's Board of Directors or a
stock option committee consisting of three members of the Board which has the
authority to determine the persons to whom options shall be granted, whether any
particular option shall be an Incentive Option or a Non-Statutory Option, the
number of shares to be covered by each option, the time or times at which
options will be granted or may be exercised and the other terms and provisions
of the Options.
Under the 1992 Plan, the aggregate fair market value (determined at the
time the option is granted) of the optioned stock for which Incentive Stock
Options are exercisable for the first time by any employee during any calendar
year (under all such Plans of the individual's Employer Corporation and its
parent and subsidiary corporation) shall not exceed $100,000.
6
<PAGE>
The 1992 Plan also provides that the Board of directors shall determine the
exercise price of the Common Stock under each option. The 1992 Plan also
provides that: (i) the exercise price of Incentive Stock Options granted
thereunder shall not be less than 100% (110% if the optionee owns 10% or more of
the outstanding voting securities of the Company) of the fair market value of
such shares on the date of grant, as determined by the Board or Committee, and
(ii) no option by its terms may be exercised more than ten years (five years in
the case of an Incentive Stock Option, where the optionee owns 10% or more of
the outstanding voting securities of the Company) after the date of grant. Any
options which are canceled or not exercised within the option period become
available for future grants. All Stock Options are non-transferable except by
will or the laws of descent and distribution.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
During fiscal 1995, the entire Board which consists of Norman Thaw, Jerrold
Lazarus and Wayne Thaw held primary responsibility for determining executive
compensation levels. The goals of the Company's compensation program is to
align compensation with business objectives and performance and to enable the
Company to attract, retain and reward executive officers and other key employees
who contribute to the long-term success of the Company. The Company has
provided on a prospective basis annual incentive opportunity to several of its
key employees sufficient to provide motivation to achieve specific operating
goals.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, Jerrold Lazarus and Wayne Thaw, executive officers of
the Company, were involved in determining executive officer compensation levels
as members of the Board of Directors.
7
<PAGE>
OTHER INFORMATION
Accompanying this Proxy Statement and the notice of meeting which is the
first page of this Proxy Statement is the Company's Proxy and 1995 Annual Report
for its fiscal year ended July 31, 1995.
The principal accountant who has been selected by the Company for the
current fiscal year is Burton R. Abrams C.P.A. who served as the Company's
independent public accountant for the fiscal year ended July 31, 1995. It is
not expected that a representative of Burton R. Abrams C.P.A. will be present at
the Annual Meeting of Shareholders.
AVAILABILITY OF FORM 10-K
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED JULY 31, 1995 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL
BE PROVIDED FREE OF CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO TNR
TECHNICAL, INC., ATT: SHAREHOLDER RELATIONS, 279 DOUGLAS AVENUE, SUITE 1112,
ALTAMONTE SPRINGS, FL 32714.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next Annual
Meeting or Special Meeting in lieu of an Annual Meeting must be received by the
Company for inclusion in the Company's Proxy Statement and form of proxy
relating to that meeting no later than July 31, 1996.
TNR TECHNICAL, INC.
Jerrold Lazarus,
Chairman of the Board and
Chief Executive Officer
8
<PAGE>
PROXY
TNR TECHNICAL, INC. - ANNUAL MEETING
TO BE HELD ON NOVEMBER 21, 1995 AT 7:30 A.M.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of TNR Technical, Inc., a New York corporation
(the "Company"), acknowledges receipt of the Notice of Special Meeting in Lieu
of an Annual Meeting of Shareholders and Proxy Statement, dated October 24, 1995
and hereby constitutes and appoints Wayne Thaw and Jerrold Lazarus or either of
them acting singly 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 Special Meeting in Lieu of an Annual Meeting of Shareholders
of the Company to be held at the executive offices of the Company at 279 Douglas
Avenue, Suite 1112, Altamonte Springs, Florida 32714, on November 21, 1995 at
7:30 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 three directors nominated by the Board of Directors.
FOR all nominees listed below (except WITHHOLD AUTHORITY to
vote
as indicated below), please check here / / for all nominees listed
below,
please check here / /
Jerrold Lazarus Norman L. Thaw Wayne Thaw
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE OR NOMINEES WRITE SUCH
NOMINEE'S OR NOMINEES' NAME(S) IN THE SPACE PROVIDED BELOW.)
__________________________________________________
2. In their discretion, the proxies are 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 proposal 1. THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THE PROXY WILL BE VOTED FOR THE ELECTION OF THE THREE NAMED INDIVIDUALS AS
DIRECTORS.
Dated __________________________________1995
_________________________________________(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.
