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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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/ / 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:
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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 8, 1998, 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 8, 1998 at the hour of 8:00 A.M. local time
for the following purposes:
(1) To elect six 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 2,
1998 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 3, 1998
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, 1998, exclusive of exhibits), together with
the accompanying form of proxy will be mailed together to shareholders on or
about November 3, 1998.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is November 2, 1998. 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 8, 1998 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.
Six 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 six
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. Four of the nominees namely, Jerrold
Lazarus, Norman Thaw, Wayne Thaw and Kathie Thaw 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
proposed director of the Company.
<TABLE>
<CAPTION>
Term First
of Became Principal
Name Age Office Director Occupation
---- --- ------ -------- ----------
<S> <C> <C> <C> <C>
Jerrold Lazarus 66 (1) 1987 Chairman of the Board and
Chief Executive Officer of
the Company
Norman L. Thaw 65 (1) 1979 President of Stride Rite
Stables, Inc.,
Private Investor
Wayne Thaw 41 (1) 1983 President and Chief
Operating Officer of
the Company
Kathie Thaw 43 (1) 1996 Vice-President of the
Company
Mitchell Thaw 42 (1) N/A Retired
Patrick Hoscoe 35 (1) N/A Operations Manager of
the Company's West
Coast Division
</TABLE>
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(1) Directors are elected at the annual meeting of stockholders and hold
office to the following annual meeting.
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.
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.
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.
Mitchell Thaw was an executive for UBS Securities for more than the
past five years until he retired in 1998.
Patrick Hoscoe has 18 years experience in the battery industry and has
worked for House of Batteries for the past five years prior to joining the
Company in 1997.
During fiscal 1998, the Board of Directors held one meeting. The
Company's last annual meeting of shareholders was held on December 9, 1997. Of
the shares of Common stock eligible to vote at such meeting, 193,154 shares were
present in person or proxy. At such meeting, Jerrold Lazarus, Norman Thaw, Wayne
Thaw and Kathie Thaw were elected directors. The inspectors of election reported
that the holders of (i) 189,361 shares cast their votes in favor of Jerrold
Lazarus and 3,285 shares were against; (ii) 192,419 shares cast their votes in
favor of Norman Thaw and 735 shares were against; (iii) 192,569 shares cast
their votes in favor of Wayne Thaw and 585 shares were against.
Family Relationships
Norman Thaw is the father of Wayne Thaw and Mitchell Thaw. Wayne Thaw
is married to Kathie Thaw.
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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 1998, 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, 1998, 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, 1998, 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, 1998, 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 1998
Annual Report on Form 10-K for its fiscal year ended July 31, 1998 (excluding
exhibits). The Company incorporates by reference the information contained in
the Company's 1998 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, 1998.
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, 1998 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
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, 1999.
TNR TECHNICAL, INC.
Jerrold Lazarus, Secretary
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PROXY
TNR TECHNICAL, INC. - ANNUAL MEETING
To be held on December 8, 1998 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 3, 1998 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 8, 1998 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 six 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 Mitchell Thaw Patrick Hoscoe
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 six named individuals as
directors.
Dated __________________, 1998
(L.S.)
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(L.S.)
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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.
