<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
TNR TECHNICAL, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (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:
<PAGE> 2
TNR TECHNICAL, INC.
301 CENTRAL PARK DRIVE
SANFORD, FLORIDA 32771
NOTICE OF AN ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 22, 1996 AT 8:00 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 Company's executive office at 301 Central Park Drive, Sanford,
Florida 32771 on November 22, 1996 at the hour of 8:00 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 28,
1996 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 28, 1996
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.
<PAGE> 3
TNR TECHNICAL, INC
301 CENTRAL AVENUE
SANFORD, FLORIDA 32771
(407) 321-3011
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 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, 1996 will be mailed together to shareholders on or
about October 29, 1996.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is October 28, 1996. On that date there
were issued and outstanding, approximately 262,437 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 Annual Meeting of November 22, 1996 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
<PAGE> 4
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of October 10, 1996, the Company had outstanding 262,437 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. (The shares shown in the table below for Norman Thaw and
his sons, Wayne Thaw and Mitchel Thaw are not beneficially owned by each other
and are listed separately).
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Approximate
Title of Class Owner Ownership (1) Percent
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Wayne Thaw (3) 48,592 18.5
Common Stock Norman L. Thaw (2)(3) 58,228 22.2
Common Stock Jerrold Lazarus (3) 441 *
Common Stock All Directors and Officers 107,624 41.0
as a group (three persons)
Common Stock Mitchel A. Thaw (3) 21,525 8.2
</TABLE>
* Owns less than 1% of the issued and outstanding shares of the
Company's Common Stock.
- -------------
2
<PAGE> 5
(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: 301 Central Park Drive, Sanford, Florida 32771.
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.
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 21, 1995. 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.
<TABLE>
<CAPTION>
Term First
of Became Principal
Name Age Office Director Occupation
- ---- --- ------ -------- ----------
<S> <C> <C> <C> <C>
Jerrold Lazarus 64 (1) 1987 Chairman of the
Board and Chief
Executive Officer
of the Company
Norman L. Thaw 63 (1) 1979 President of
Stride Rite
Stables, Inc.,
Private Investor
</TABLE>
3
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<TABLE>
<S> <C> <C> <C> <C>
Wayne Thaw 39 (1) 1983 President and
Chief Operating
Officer of the
Company
</TABLE>
________________
(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.
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 1996, action was taken by way of unanimous written
consent in lieu of a formal meeting on two occasions by the Board of Directors.
The Company's last annual meeting of shareholders was held on November
21, 1995. Of the 262,433 shares of Common Stock eligible to vote at such
meeting, 190,246 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 188,991 shares in
favor and 1,255 shares against, Norman Thaw received 188,996 shares in favor
and 1,250 shares against and Wayne Thaw received 188,996 shares in favor and
1,250 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.
<TABLE>
<CAPTION>
Name Age Position with Company
- ---- --- ---------------------
<S> <C> <C>
Jerrold Lazarus 64 Chairman of the Board, Chief
Executive Officer, Chief
Financial Officer, Secretary
and Treasurer
Wayne Thaw 39 President, Chief Operating
Officer
</TABLE>
4
<PAGE> 7
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 ($) ($)(1) ($) Options ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerrold Lazarus 1996 79,627 7,500 0 0 0 0 0
CEO, 1995 81,200 7,500 4,900 0 0 0 0
Chairman of the Board 1994 79,750 7,500 4,900 0 0 0 0
Wayne Thaw, 1996 106,308 7,500 0 0 0 0 0
President 1995 95,200 7,500 0 0 0 0 0
1994 95,200 7,500 0 0 0 0 0
</TABLE>
- ----------
(1) Does not include the value of a leased automobile at the monthly
lease rate of $480 which is provided to each officer for business purposes.
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.
5
<PAGE> 8
The Company has no employment contracts with its executive officers.
Jerrold Lazarus and Wayne Thaw are currently receiving a weekly salary of
approximately $1,400 and $2,000, respectively. 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 16, 1996, 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.
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
6
<PAGE> 9
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 1996, 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 1996, 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.
Compensation of Board of Directors
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.
Certain Transactions
The Company's executive office, sales, distribution assembly facility
and retail store is located at 301 Central Park Drive, Sanford, Florida 32771.
These facilities which consist of approximately 8,000 square feet of space, are
leased from RKW Holdings Ltd., a Florida Limited Partnership, controlled by
Wayne Thaw, an executive officer and director of the Company. The lease
provides for a term of ten years with a base annual rent of $59,800 in year one
of the term with annual increases of five percent over the preceding year's
base rent. The Company is also responsible for the payment of all sales, use
and other taxes related to the leased facilities. The Company owns production
equipment, primarily welding, soldering, testing, pneumatic and material
handling equipment, and inspection equipment which has been sufficient for its
needs to date.
7
<PAGE> 10
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 1996 Annual
Report for its fiscal year ended July 31, 1996. Incorporated by reference as
if set forth herein in its entirety are changes in and disagreements with
accountants on accounting and financial disclosure contained in the Company's
1996 Annual Report.
The principal accountant who has been selected by the Company for the
current fiscal year is James, Parks, Tschopp & Whitcomb, P.A., who served as
the Company's independent public accountant for the fiscal year ended July 31,
1996. It is not expected that a representative of James, Parks, Tschopp &
Whitcomb, 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, 1996 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, 301 CENTRAL PARK DRIVE, SANFORD,
FLORIDA 32771.
PROPOSALS OF SECURITY HOLDERS
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 no later than July
31, 1997.
TNR TECHNICAL, INC.
Jerrold Lazarus,
Chairman of the Board and
Chief Executive Officer
8
<PAGE> 11
Appendix
PROXY
TNR TECHNICAL, INC. - ANNUAL MEETING
TO BE HELD ON NOVEMBER 22, 1996 AT 8:00 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 Annual
Meeting of Shareholders and Proxy Statement, dated October 28, 1996 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 Annual Meeting of Shareholders of the Company to be held at
the executive offices of the Company at 301 Central Park Drive, Sanford,
Florida 32771, on November 22, 1996 at 8:00 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 three 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 [ ]
</TABLE>
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 ___________________________________1996
_________________________________________(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.
