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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
/ / 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 240.14a-11(c) or 240.14a-12
TNR TECHNICAL, INC.
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(Name of Registrant as Specified in Its Charter)
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(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) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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TNR TECHNICAL, INC.
301 Central Park Drive
Sanford, Florida 32771
(407) 321-3011
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 9, 1997, AT 8:00 A.M.
To the Shareholders of TNR Technical, Inc.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of TNR Technical, Inc., a New York corporation (the "Company" or
"TNR"), will be held at the executive offices of TNR at 301 Central Park
Drive, Sanford, Florida 32771 on December 9, 1997 at the hour of 8:00 A.M.
local time for the following purposes:
(1) To elect four 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 November 10,
1997 are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
By Order of the Board of Directors
Jerrold Lazarus, Secretary
November 10, 1997
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.
301 Central Park Drive
Sanford, Florida 32771
(407) 321-3011
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are furnished by the
Board of Directors of TNR Technical, Inc. ("TNR" or "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 (which includes the Company's annual
report on Form 10-K for its fiscal year ended July 31, 1997, exclusive of
exhibits), together with the accompanying form of proxy will be mailed
together to shareholders on or about November 11, 1997.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is November 10, 1997. On that date there
were issued and outstanding approximately 262,000 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. In proposal No. 1, directors will
be elected by a plurality of the votes cast at the Meeting. All other
proposals that may come before the meeting 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 December 9, 1997 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
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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.
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.
Four 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 four
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. 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 and officer 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 65 (1) 1987 Chairman of the Board,
Chief Executive Officer
Norman L. Thaw 64 (1) 1979 President of Stride Rite
Stables, Inc.,
Private Investor
Wayne Thaw 40 (1) 1983 President and Chief
Operating Officer
Kathie Thaw 42 (1) 1996 Vice-President
</TABLE>
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(1) Directors are elected at the annual meeting of stockholders and hold
office to the following annual meeting.
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Jerrold Lazarus is Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer of the Company. Wayne Thaw is
President and Chief Operating Officer of the Company. Kathie Thaw is Vice
President of the Company. The terms of all officers expire at the annual
meeting of directors following the annual stockholders meeting. Officers may
be removed, either with or without cause, by the Board of Directors, and a
successor elected by a majority vote of the Board of Directors, at any time.
Jerrold Lazarus has been a full time employee and an executive
officer of the Company since 1987.
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. Norman L. Thaw is the father of Wayne Thaw and the
father-in-law of Kathie Thaw.
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 and the husband of Kathie Thaw.
Kathie Thaw has been Vice-President and a director of the Company
since December 1996. Kathie Thaw has been associated with the Company for the
past five years as a consultant to the President.
During fiscal 1997, action was taken by way of unanimous written
consent in lieu of a formal meeting on three occasions by the Board of
Directors. Two actual meetings of the Board of Directors were held during
fiscal 1997. The Company's last annual meeting of shareholders was held on
November 22, 1996. Of the shares of Common stock eligible to vote at such
meeting, 159,370 shares were present in person or proxy. At such meeting,
Jerrold Lazarus, Norman Thaw and Wayne Thaw were elected directors. The
inspectors of election reported that Jerrold Lazarus received 157,456 shares
in favor and 1,914 shares against, Norman Thaw received 157,445 shares in
favor and 1,925 against and Wayne Thaw received 157,456 shares in favor and
1,914 against. Subsequent to the annual meeting on December 9, 1996, Kathie
Thaw was elected to the Board of Directors.
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Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). Officers, directors and greater than ten
percent stockholders are required by the Commission's regulations to furnish
the Company with copies of all Section 16(a) forms they file. During 1997, no
officers, directors or 10% or greater stockholders filed any forms late.
Executive Compensation
Incorporated by reference is the contents of Item 11 of TNR's Form
10-K for its fiscal year ended July 31, 1997, a copy of which is annexed to
this Proxy Statement as Exhibit A.
Security Ownership of Management and Others
Incorporated by reference is the contents of Item 12 of TNR's Form
10-K for its fiscal year ended July 31, 1997, a copy of which is annexed to
this Proxy Statement as Exhibit A.
Certain Transactions
Incorporated by reference is the contents of Item 13 of TNR's Form
10-K for its fiscal year ended July 31, 1997, a copy of which is annexed to
this Proxy Statement as Exhibit A.
FINANCIAL AND OTHER INFORMATION
Accompanying this Proxy Statement as Exhibit A is the Company's 1997
Annual Report on Form 10-K for its fiscal year ended July 31, 1997 (excluding
exhibits). The Company incorporates by reference the information contained in
the Company's 1997 Annual Report.
AUDITORS
The principal accountant who has been selected by the Company for the
current fiscal year is Parks, Tschopp & Whitcomb, P.A. who served as the
Company's independent public accountant for the fiscal year ended July 31,
1997. It is expected that a representative of Parks, Tschopp & Whitcomb, P.A.
will be present at the Annual Meeting of Shareholders, will have the
opportunity to make a statement if they desire to do so and will be available
to respond to appropriate questions.
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OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be presented for consideration
at the Annual Meeting.
AVAILABILITY OF SECURITIES AND EXCHANGE
COMMISSION'S FORM 10-K
THE COMPANY'S ANNUAL REPORT FOR ITS FISCAL YEAR ENDED JULY 31, 1997
ON FORM 10-K INCLUDES THE FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION; SUCH REPORT IS
ATTACHED TO THIS PROXY STATEMENT AS EXHIBIT A (EXCLUSIVE OF EXHIBITS).
ADDITIONAL COPIES OF SUCH REPORT ARE AVAILABLE WITHOUT CHARGE TO THE
STOCKHOLDERS UPON WRITTEN REQUEST. SUCH MATERIAL CAN BE OBTAINED BY WRITING
TNR ATTENTION SHAREHOLDER RELATIONS, 301 CENTRAL PARK DRIVE, SANFORD, FLORIDA
32771.
Stockholders Proposals for the Next Annual Meeting
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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 as soon as possible
no later than July 31, 1998.
TNR TECHNICAL, INC.
Jerrold Lazarus, Secretary
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PROXY
TNR TECHNICAL, INC. - ANNUAL MEETING
To be held on December 9, 1997 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 November 10, 1997 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 December 9, 1997 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 four directors nominated by the Board of Directors.
FOR all nominees listed below (except
as indicated below), please check here [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below,
please check here [ ]
Jerrold Lazarus Norman L. Thaw Wayne Thaw Kathie 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.)
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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 No. 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 ___________________________________1997
_________________________________________(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.
