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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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
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 10, 1999, 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 10, 1999 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;
(2) To consider and vote upon the ratification, adoption and
approval of the Company's 1998 Incentive and Non-Statutory
Stock Option Plan with 30,000 shares authorized under the
Plan; and
(3) To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on October 29,
1999 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 1, 1999
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, 1999, exclusive of exhibits), together with
the accompanying form of proxy will be mailed together to shareholders on or
about November 1, 1999.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is October 29, 1999. On that date there
were issued and outstanding approximately 261,000 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. Proposal No. 2 and any
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 10, 1999 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 and in favor of Proposal No. 2. 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
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services, may solicit 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.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote in favor of the six 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. All six of the nominees namely, Jerrold
Lazarus, Norman Thaw, Wayne Thaw, Kathie Thaw, Mitchell Thaw and Patrick Hoscoe
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 67 (1) 1987 Chairman of the Board and
Chief Executive Officer of
the Company
Norman L. Thaw 66 (1) 1979 President of Stride Rite
Stables, Inc., Private Investor
Wayne Thaw 42 (1) 1983 President and Chief Operating
Officer of the Company
Kathie Thaw 44 (1) 1996 Vice-President of the Company
Mitchell Thaw 43 (1) 1998 Director Institutional
Options-Schroder& Co., Inc.
Patrick Hoscoe 36 (1) 1998 Vice-President and Operations
Manager of the Company's
WestCoast 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 and Patrick
Hoscoe each serve as a 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 has been director of the Company since December 1998.
Since April 1999, Mr. Thaw has served as a Director of Institutional Options at
Schroder & Co., Inc. From 1988 through April 1998, Mr. Thaw was an executive for
UBS Securities. Between April 1998 and March 1999, Mr. Thaw was not associated
with any firms and was temporarily retired.
Patrick Hoscoe has been Vice President and a director of the Company
since 1998. Mr. Hoscoe also serves as Operations Manager of the Company's West
Coast operations. Mr. Hoscoe has 18 years experience in the battery industry and
worked for House of Batteries for the past five years prior to joining the
Company in 1997.
During fiscal 1999, the Board of Directors held one meeting. It also
took action by unanimous consent in lieu of a meeting on one occasion only. The
Company's last annual meeting of shareholders was held on December 8, 1998. Of
the shares of Common stock eligible to vote at such meeting, 204,692 shares were
present in person or proxy. At such meeting, Jerrold Lazarus, Norman Thaw, Wayne
Thaw Kathie Thaw, Mitchell Thaw and Patrick Hoscoe were elected directors. The
inspectors of election reported that the holders of (i) 203,699 shares cast
their votes in favor of Jerrold Lazarus and 993 shares were against; (ii)203,694
shares cast their votes in favor of Norman Thaw and 998 shares were against;
(iii) 203,684 shares cast their votes in favor of Wayne Thaw and 1,008 shares
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were against; (iv) 203,631 cast their votes in favor of Kathie Thaw and 1,061
were against; (v) 203,664 cast their votes in favor of Mitchell A. Thaw and
1,028 were against and (vi) 203,679 cast their votes in favor of Patrick Hoscoe
and 1,013 shares were against.
Family Relationships
Norman L Thaw is the father of Wayne Thaw and Mitchell Thaw. Wayne Thaw
and Kathie Thaw are married.
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 fiscal 1999, 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, 1999, 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, 1999, 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, 1999, a copy of which is annexed to this
Proxy Statement as Exhibit A.
PROPOSAL NO. 2
PROPOSAL TO RATIFY, ADOPT AND APPROVE
THE 1998 INCENTIVE AND NON-STATUTORY STOCK OPTION PAN
Management recommends that you vote in favor of the ratification, adoption and
approval of the 1998 Incentive and Non-Statutory Stock Option Plan.
This Proposition will be decided by a majority of
the votes cast at the meeting of Stockholders by
the holders of shares entitled to vote thereon.
The information which follows contains a description of the 1998 Plan
as approved by the Board of Directors.
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General
The 1998 Incentive and Non-Statutory Stock Option Plan, (the "1998
Plan"), was approved by the Board of Directors effective on December 15, 1998
subject to stockholder approval within twelve months. The 1998 Plan currently
covers 30,000 shares of Common Stock, subject to adjustment of shares under the
anti-dilution provisions of the 1998 Plan. The 1998 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 1998 Plan include
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 are eligible to receive an Incentive
Option. The 1998 Plan also provides that no options may be granted after
December 15, 2008. The 1998 Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 as amended ("ERISA").
Eligibility and Participation
Incentive Stock Options Under this Plan may be granted under this Plan
only to officers (who are employees) and to other key employees of (a) the
Company and (b) "subsidiaries" of the Company. A director of the Company or any
subsidiaries may receive an Incentive Stock Option under this Plan if such
person is otherwise an employee of the Company and/or any subsidiaries. An
employee, director or officer of the Company (or any subsidiaries), may receive
a Non-Statutory Stock Option. In addition, consultants and advisors who the
Board determines are providing bona fide services to the Company or any
subsidiaries, whether or not otherwise compensated, may receive a Non-Statutory
Stock Option so long as the Plan would continue to qualify as an Employee
Benefit Plan under the Securities Act of 1934, as amended. In determining the
persons to whom Options shall be granted and the number of shares to be covered
by each Option, the Board may take into account the nature of the services
rendered by, and the responsibilities borne by, such respective persons, their
present and potential contributions to the Company's success and such other
factors as the Board in its discretion shall deem relevant. Under the 1998 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. More than one option may be granted to any optionee.
Subject to the number of shares covered by the Plan, no further restrictions are
placed on the Board of Directors in determining eligibility or participation for
granting options or the amount of options which may be granted to, any director
or executive officer, any other officer, and any employee. The Company employed
27 persons as of July 31, 1999, each of whom are eligible to participate in the
1998 Plan at the discretion of the Board of Directors. As of October 15, 1999,
no options have been granted under the 1998 Plan and none are presently
contemplated by the Board of Directors.
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Administration
The 1998 Plan is administered by the Company's Board of Directors, but
may be administered by a stock option committee consisting of three members of
the Board, which would have 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. The Board's (or Committee's)
determination on all matters shall be conclusive and binding on the Company and
on all Optionees and their legal representatives.
Term of Plan
The Board of Directors may terminate the 1998 Plan at any time.
Termination of the Plan will not affect rights and obligations theretofore
granted and then in effect. No options may be granted later than December 15,
2008.
Option Price and Duration of Option
The 1998 Plan also provides that: (i) the exercise price of options
granted thereunder is not less than 100% (or in the case of an Incentive Option,
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 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.
Exercise of Options
An Option granted under the Plan shall be exercisable at such time or
times, whether or not in installments, as the Board shall prescribe at the time
the Option is granted. An Option which has become exercisable may be exercised
in accordance with its terms as to any or all full shares purchasable under the
provisions of the Option, but not at any time as to less than 100 shares unless
the remaining shares which have become so purchasable are less than 100 shares.
Except as stated below, an Incentive Stock Option may not be exercised at any
time unless the holder thereof is then an employee of the Company or any
subsidiaries and shall have been continuously employed by the Company or any
subsidiaries since the date of grant. In the case of Optionee's death, the
lawful heirs or beneficiaries of a deceased Optionee may exercise Incentive
Stock Options for a maximum period of six months after the Optionee's death, so
long as the Option has otherwise not expired.
In the event of termination of employment of a person to whom an
Incentive Stock Option has been granted under the Plan by reason of the
disability of such person, the optionee may exercise his Incentive Stock Option
at any time within one year after such termination of employment but in no event
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after the day in which the Incentive Stock Option would otherwise terminate, to
the extent of the number of shares covered by his Incentive Stock Option which
were purchasable by him at the date of the termination of employment.
In the case of Non-Statutory Stock Options, the disability or death of
optionee shall not terminate the options granted to an officer, director or
employee so long as such officer, director or employee was continuously
performing services for the Company up to the date of his disability or death,
as the case may be. In the case of non-statutory options, the Board shall
determine other applicable termination provisions of these options, if any.
Payment of Exercise Price
The purchase price of the shares shall be paid by cash in full,
together with any applicable income tax and other withholding amounts upon
exercise of the option.
Transferability
All Stock Options are non-transferable except by will or the laws of
descent and distribution and an option granted to an individual may be exercised
during the lifetime of the holder thereof, only by the holder.
Adjustment upon Changes in Capitalization.
Subject to compliance with the requirements for qualification of the
Plan and of the Options issued or to be issued thereunder as "Incentive Stock
Options" under applicable provisions of federal laws and regulations, the
aggregate number and class of shares as to which Options may be granted under
the Plan, the number and class of shares covered by each outstanding Option and
the price per share thereof (but not the total price), and each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock of the Company resulting from a split-up or
consolidation of shares or any like capital adjustment, or the payment of any
stock dividends, or any other increase or decrease in the number of issued
shares of Common Stock of the Company without receipt of consideration by the
Company.
Subject to any required action by the stockholders, if the Company
shall be the surviving corporation in any merger or consolidation, any Option
granted hereunder shall be adjusted so as to pertain and apply to the securities
to which the holder of the number of shares of Common Stock of the Company
subject to the Option would have been entitled.
Upon (i) the dissolution or liquidation of the Company, (ii) a merger
or consolidation of the Company with one or more corporations as a result of
which the Company is not the surviving corporation, or (iii) a sale or other
disposition of all or substantially all of the assets of the Company, any Option
granted hereunder at the discretion of the Board of Directors by Resolution
shall terminate, but the Option holder shall have the right, prior to any such
event, to exercise his Option in whole or in part, but in no event after the day
in which the Option would otherwise terminate. Notwithstanding anything
contained herein to the contrary, if the Company is merged into a corporation
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which will be substantially (i.e. 70% or more) owned after the merger by the
same shareholders of the Company, then any Option granted hereunder shall be
adjusted so as to pertain and apply to the securities to which the holder of the
number of shares of Common Stock of the Company subject to the Option would have
been entitled.
Tax Consequences
Incentive stock options granted under the 1998 Plan are designed to
qualify for the special tax treatment for incentive stock options provided for
in the Internal Revenue Code (the "Code"). Under the provisions of the Code, an
optionee who at all times from the date of grant until three months before the
date of exercise is an employee of the Company, and who holds the shares of
Common Stock obtained upon exercise of his incentive stock option for two years
after the date of grant and one year after exercise, will recognize no taxable
income on either the grant or exercise of such option and will recognize capital
gain or loss on the sale of the shares. If such shares are held by the optionee
for the required holding period, the Company will not be entitled to any tax
deduction with respect to the grant or exercise of the option. If such shares
are sold by the optionee prior to the expiration of the holding periods
described above, the optionee will recognize ordinary income upon such
disposition. Upon the exercise of an incentive stock option, the optionee will
incur an item of tax preference equal to the excess of the fair market value of
the shares at the time of exercise over the exercise price, which may subject
the optionee to the alternative minimum tax.
The grant of a non-qualified option pursuant to the 1998 Plan will
generally speaking result in neither taxable income to the optionee nor a tax
deduction to the Company; however, when an optionee exercises such an option, he
or she will realize, for Federal income tax purposes, ordinary income in the
amount of the difference between the option price and the then market value of
the share, and the Company will be entitled to a corresponding deduction. Any
such ordinary income may be subject to Federal income tax withholding at the
time of such exercise and will increase the optionee's tax basis for the purpose
of computing gain or loss on the later sale or exchange of the shares. Officers
and directors, if any, who are subject to Section 16(b) of the Securities
Exchange Act of 1934 may be subject to different tax consequences upon exercise
of their options, unless they file an election under Section 83(b) of the
Internal Revenue Code within 30 days of such exercise.
Because of frequent changes in the tax law, the Company recommends that
optionees ascertain the status of the federal, state and local law (and proposed
legislation) as it applies to their individual situation prior to the exercise
of options and also prior to the time of any disposition of Common Stock
acquired upon exercise of the options.
State and foreign tax consequences vary from jurisdiction to
jurisdiction, and each optionee should consult with his or her own tax adviser
as to the effect of these taxes as well as the effect of the Federal income tax,
in his or her particular case.
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FINANCIAL AND OTHER INFORMATION
Accompanying this Proxy Statement as Exhibit A is the Company's 1999
Annual Report on Form 10-K for its fiscal year ended July 31, 1999 (excluding
exhibits). The Company incorporates by reference the information contained in
the Company's 1999 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, 1999.
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.
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, 1999 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, 2000.
TNR TECHNICAL, INC.
Jerrold Lazarus, Secretary
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PROXY
TNR TECHNICAL, INC. - ANNUAL MEETING
To be held on December 10, 1999 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 29, 1999 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 10, 1999 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 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 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.)
2. To ratify, adopt and approve the Company's 1998 Incentive and Non-Statutory
Stock Option Plan covering 30,000 shares. [Please check one box.]
FOR / / AGAINST / / ABSTAIN / /
--------------------------------------------------
3. 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 proposals Nos. 1 and 2.
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 and in favor of Proposal No. 2.
Dated __________________________________1999
_________________________________________(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.
