CUMBERLAND TECHNOLOGIES, INC.
4311 West Waters Avenue
Suite 401
Tampa, Florida 33614
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CUMBERLAND TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
CUMBERLAND TECHNOLOGIES, INC. (the "Company") will be held at the office of
Cumberland Technologies, Inc., 4311 West Waters Avenue, Suite 401, Tampa,
Florida 33614 on October 5, 2000 at 1:00 p.m., Tampa time, for the following
purposes:
1. To elect three directors to serve until the next annual
meeting of shareholders and until their successors are elected
and have qualified.
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The proxy statement dated September 5, 2000 is attached.
Only record holders of the Company's $.001 par value Common Stock at
the close of business on August 28, 2000 will be eligible to vote at the
meeting.
Your attendance at the annual meeting is very much desired. However, if
there is any chance you may not be able to attend the meeting, please execute,
complete, date and return the proxy in the enclosed envelope. If you attend the
meeting, you may revoke the proxy and vote in person.
By Order of the Board of Directors:
By: /s/ CAROL S. BLACK
-----------------------------------
Carol S. Black, Secretary
Date: September 5, 2000
A copy of the Annual Report on Form 10-K of Cumberland Technologies, Inc.
for the fiscal year ended December 31, 1999 containing financial statements is
enclosed.
<PAGE>
CUMBERLAND TECHNOLOGIES, INC.
4311 West Waters Avenue
Suite 401
Tampa, Florida 33614
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
--------------------------------------------------
This statement is furnished for the solicitation by the Board of
Directors of proxies for the annual meeting of shareholders of Cumberland
Technologies, Inc. ("Cumberland," or the "Company") to be held on October 5,
2000, at 1:00 p.m., Tampa time, at the office of Cumberland Technologies, Inc.,
4311 West Waters Avenue, Suite 401, Tampa, Florida 33614. The sending in of a
signed proxy will not affect the shareholder's right to attend the meeting and
vote in person. A signed proxy may be revoked by the sending in of a timely but
later dated, signed proxy. Any shareholder giving a proxy may also revoke it at
any time before it is exercised by giving oral or written notice to Carol S.
Black, Secretary of the Company, at the offices of the Company. Oral notice may
be delivered by telephone call to Ms. Black, at the offices of the Company, at
(813) 885-2112.
Holders of record of the Company's $.001 par value Common Stock at the
close of business on August 28, 2000, will be eligible to vote at the meeting.
The Company's stock transfer books will not be closed. At the close of business
on July 28, 2000, the Company had outstanding a total of 5,553,244 shares of
$.001 par value common stock (excluding a total of 318,112 shares of treasury
stock held by the Company, which are not entitled to vote). Each such share will
be entitled to one vote (non-cumulative) at the meeting.
Other than the matters set forth herein, management is not aware of any
other matters that may come before the meeting. If any other business should
properly come before the meeting, the persons named in the enclosed proxy will
have discretionary authority to vote the shares represented by the effective
proxies and intend to vote them in accordance with their best judgment.
This proxy statement and the attached proxy were first mailed to
security holders on behalf of the Company on or about September 5, 2000.
Properly executed proxies, timely returned, will be voted and, where the person
solicited specifies by means of a ballot a choice with respect to any matter to
be acted upon at the meeting, the shares will be voted as indicated by the
shareholder. If the person solicited does not specify a choice with respect to
election of directors, the shares will be voted "FOR" the nominees identified
below for election as directors. In addition to the solicitation of proxies by
the use of the mails, directors and officers of the Company may solicit proxies
on behalf of the Board by telephone, telegram and personal interview. Such
persons will receive no additional compensation for their solicitation
activities, and will be reimbursed only for their actual expenses in connection
therewith. The costs of soliciting proxies will be borne by the Company.
VOTING PROCEDURES AND VOTE REQUIRED
-----------------------------------
The Secretary of Cumberland, in consultation with the judges of
election, who will be employees of the Company's transfer agent, shall determine
the eligibility of persons present at the Annual Meeting to vote and shall
determine whether the name signed on each proxy card corresponds to the name of
a shareholder of the Company. The Secretary, based on such consultation, shall
also determine whether or not a quorum of the shares of the Company (consisting
of a majority of the votes entitled to be cast at the Annual Meeting) exists at
the Annual Meeting. Both abstentions from voting and broker non-votes will be
counted for the purpose of determining the presence or absence of a quorum for
the transaction of business. If a quorum exists and a vote is taken at the
Annual Meeting, the Secretary of the Company, with the assistance of the judges
of election, shall tabulate (i) the votes cast for or against each proposal and
(ii) the abstentions in respect of each proposal.
Directors will be elected by a plurality of the votes cast by the
holders of shares entitled to vote in the election. Since there are three
directorships to be filled, this means that the three individuals receiving the
most votes will be elected. Abstentions and broker non-votes will therefore not
be relevant to the outcome.
<PAGE>
The Company's Directors and Executive Officers beneficially owned as of
June 30, 2000 75.6% of the shares of Cumberland Common Stock and intend to vote
such shares in favor of the nominees named below.
ELECTION OF DIRECTORS
---------------------
The proxy holders intend to vote "FOR" election of the nominees named
below (who are currently members of the Board) as directors of the Company,
unless otherwise specified in the proxy. Directors of the Company elected at the
Annual Meeting to be held on October 5, 2000 will hold office until the next
Annual Meeting or until their successors are elected and qualified.
Each of the nominees has consented to serve on the Board of Directors,
if elected. Should any nominee for the office of director become unable to
accept nomination or election, which is not anticipated, it is the intention of
the persons named in the proxy, unless otherwise specifically instructed in the
proxy, to vote for the election in his stead of such other person as the Board
may recommend.
The individuals listed below as nominees for the Board of Directors
were directors of the Company during 1999. The name and age of each nominee, his
principal occupation, and the period during which such person has served as a
director is set forth below:
<TABLE>
<CAPTION>
Shares of Cumberland Percent of
Stock Beneficially Outstanding
Owned at June 30, Shares of
Name of Nominee Service as Director Age 2000(1) Cumberland Stock
----------------------- ------------------ --- -------------------- ----------------
<S> <C> <C> <C> <C>
Francis M. Williams (4) .. since 1991 57 3,763,937 (2) 67.8%
Andrew J. Cohen (4) ...... since 1997 45 47,590 (3) *
R. Donald Finn (4) ....... since 1999 56 7,131 (5) *
</TABLE>
----------------
*Ownership represents less than 1% of outstanding shares of Cumberland
Common Stock.
(1) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole or shared voting and investment power.
(2) Includes 2,465,582 shares owned by Mr. Francis Williams; 1,061,731 shares
allocated to Mr. Williams based on his 63.9% ownership in Kimmins Corp.
("KC"), 29,346 shares owned by Mr. Williams' wife; 14,777 shares held by
Mr. Williams as trustee for his wife and children and 153,050 held by
various real estate partnerships of which Mr. Williams is 100 percent
owner. Mr. Williams owns 63.9% of the outstanding common stock of Kimmins
Corp. and is its Chairman and Chief Executive Officer.
(3) Includes 50% of the 72,540 shares owned by C&C Properties a partnership in
which Mr. Cohen has a 50% ownership, 6,320 shares held in trust for Mr.
Cohen's minor children and options to purchase 5,000 shares of Cumberland
Technologies, Inc. common stock.
(4) Member of the Audit Committee.
(5) Includes 2,131 shares owned by Mr. R. Donald Finn and options to purchase
5,000 shares of Cumberland Technologies, Inc., common stock.
Francis M. Williams has been Chairman of the Board of Cumberland since its
inception and, until June 1992, was President of Cumberland. In addition, Mr.
Williams has been Chairman of the Board and Director of Cumberland Casualty &
Surety Company ("CCS") from inception and President and Chairman of the Board of
KC since its inception in 1979. Mr. Williams was the Chairman of the Board of
Directors of College Venture Equity Corp., a small business investment company;
and since June 1981, he has been Chairman of the Board, Director, and sole
stockholder of Kimmins Coffee Service, Inc., an office coffee service company.
Mr. Williams has also been a director of the National Association of Demolition
Contractors and a member of the executive committee of the Tampa Bay
International Trade Council.
<PAGE>
Joseph M. Williams has been the Secretary, Treasurer and a Director of
Cumberland since its inception and since June 1992 has been President of
Cumberland. In addition, Mr. Williams has been the Secretary and Treasurer of
Kimmins Corp. since October 1988, the Vice President, Secretary, and Treasurer
of CCS since April 1989, and Vice President, Secretary, and Treasurer of SSI
since August 1989. From June 1985 through October 1988, Mr. Williams was the
secretary of Kimmins Corp. a predecessor of KC. Mr. Williams has been employed
by the Company and Kimmins Corp. in various capacities since January 1984. From
January 1982 to December 1983, he was the managing partner of Williams and
Grana, a firm engaged in public accounting. From January 1978 to December 1981,
Mr. Williams was employed as a senior tax accountant with Price Waterhouse & Co.
Joseph M. Williams is the nephew of Francis M. Williams.
Andrew J. Cohen was elected as a Director to Cumberland's Board effective
February 24, 1997. Since June of 1972, Mr. Cohen has been co-President of ABC
Fabric of Tampa, Inc. which is now the fourth largest private retail fabric
company in the United States. Mr. Cohen brings both national marketing and
corporate management experience to Cumberland.
R. Donald Finn was elected as a Director to Cumberland's Board effective
September 9, 1999. For more than the last five years, Mr. Finn has been a
partner in the law firm of Gibson, McAskill & Crosby, located in Buffalo, New
York, where Mr. Finn has practiced law for more than the last 25 years.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
--------------------------------------------------------------------
Meetings of the Board of Directors. During 1999, there was one meeting of
the Board of Directors.
Director Compensation. During the year ended December 31, 1999, the Company
paid all Directors an annual fee of $5,000. In addition, directors are
reimbursed for expenses incurred in connection with their services as a
director.
CTI has 400,000 shares of its common stock reserved for issuance for the
exercise of options to be granted under its stock option plan (the "Plan").
Options granted under the Plan, in general, expire no later than ten years from
the date of grant. The directors are eligible to receive stock options at the
discretion of the board.
Audit Committee. The Company's Audit Committee consists of Mr. Francis M.
Williams, Chairman of the Board and two non-employee directors: Mr. Cohen and
Mr. Finn. The Audit Committee did not meet during 1999. The function of the
Audit Committee is to review the general scope of the Company's annual audit and
the nature of services to be performed for the Company in connection therewith,
acting as liaison between the Board of Directors and the independent auditors.
Compensation Advisory Committee. Cumberland does not have a standing
compensation committee of the Board of Directors.
Nominating Committee. Cumberland does not have a standing nominating
committee of the Board of Directors.
During 1999, no director attended fewer than 75% of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by all committees of the Board on which he served.
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate other Company filings, including
this proxy statement, in whole or in part, the following Report and Performance
Graph shall not be incorporated by reference into any such filings.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
----------------------------------------------------------
There is no formal compensation committee of the Board of Directors or
other committee of the Board performing equivalent functions. Compensation is
determined by Francis M. Williams, Chairman of the Board of the Company under
the direction of the Board of Directors. There is no formal compensation policy
for the Chief Executive Officer of the Company. Compensation of the Chief
Executive Officer, which primarily consists of salary, is based generally on
performance and the Company's resources. Compensation for Mr. Joseph Williams
has been fixed annually each year by the Chairman of the Board. Mr. Joseph
Williams' compensation is not subject to any employment contract.
In general, following initial employment, the granting of stock-based
incentives is considered by the Company to be justified when the Company's
revenues and earnings, coupled with the individual executive's performance,
warrant supplemental compensation in addition to the salary and bonus paid with
respect to a given year. The Board thinks it unlikely that any participants in
the Company's stock plans will, in the foreseeable future, receive in excess of
$1 Million in aggregate compensation (the maximum amount for which an employer
may claim a compensation deduction pursuant to Section 162(m) of the Internal
Revenue Code of 1986, as amended, unless certain performance-related
compensation exemptions are met) during any fiscal year, and has therefore
determined that the Company will not take any affirmative action at this time to
meet the requirements of such exemptions.
By: /s/ Francis M. Williams
------------------------------------------
Francis M. Williams, Chairman of the Board
By: /s/ Andrew J. Cohen
------------------------------------------
Andrew J. Cohen, Director
By: /s/ R. Donald Finn
------------------------------------------
R. Donald Finn, Director
<PAGE>
PERFORMANCE GRAPH
-----------------
Set forth below is a line-graph presentation comparing the cumulative
shareholder return on the Company's Common Stock, on an indexed basis, against
cumulative total returns of the Nasdaq Stock Market and of companies listed on
the Nasdaq Stock Market in Securities Industrial Code (SIC Code 6351) in the
surety industry. The returns for the peer group were weighted according to each
issuer's market capitalization. The Company's Common Stock (symbol "CUMB") had
been traded in the over-the-counter market since October 1, 1992. Effective
December 16, 1996, Cumberland was approved and included in the trading on the
Nasdaq Small Cap Market. The Performance Graph shows total return on investment
for the period beginning December 31, 1994 and ending December 31, 1999. Total
return assumes reinvestment of dividends.
THE CURRENT COMPOSITION OF THE SURETY INDUSTRY CODE IS AS FOLLOWS:
------------------------------------------------------------------
ACMAT Corp. Cla Frontier Insurance Group Penn America Group
AMBAC Financial Group MBIA Inc. PMI Group Inc.
Amwest Insurance Group MGIC Investments Corp.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
<TABLE>
<CAPTION>
VALUE OF $100 INVESTED ON DECEMBER 31, 1994 AT:
-----------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
----------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CUMBERLAND ......................... $100 $ 48 $458 420 $305 $229
PEER GROUP ......................... 100 144 197 291 245 257
NASDAQ MARKET ...................... 100 141 174 213 300 558
</TABLE>
<PAGE>
EXECUTIVE COMPENSATION
----------------------
The following table sets forth the compensation paid or accrued by the
Company to the Company's President and the President of Cumberland Casualty &
Surety Company ("CCS"). No other executive officer received compensation of
$100,000 or more in 1999. The information presented is for the years-ended
December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
--------------------------
Name of Individual and Principal Position Year Salary Bonus
----------------------------------------- ---- ------ --------
Joseph M. Williams, President and Treasurer: 1999 $ 95,000 $ 60,000
1998 $ 95,000 $ 30,000
1997 $ 95,000 $ 30,000
Edward J. Edenfield IV, President of CCS: 1999 $115,000 $ 35,000
1998 $116,731 $ 25,000
1997 $105,000 --
Grant of Options. During 1999, no options were granted to Mr. Williams or
Mr. Edenfield. No stock appreciation rights (SARs) have been granted by the
Company.
Options Exercised. The following table sets forth information regarding the
number of options held by the Company's President and President of CCS including
the value of unexercised in-the-money options as of December 31, 1999. Mr.
Williams exercised 24,000 options in 1999. The closing price of the Company's
Common Stock on December 31, 1999 used to calculate the value of unexercised
options was $1.75 per share.
AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTIONS/SAR VALUES
----------------------------------
Value of Unexercised
Number of Securities Underlying In-the-Money
Unexercised Options at Fiscal Options at Fiscal
Year End (#) Exercisable Year End ($)(1)
Name /Unexercisable Exercisable/Unexercisable
---- ------------------------------- -------------------------
Joseph M. Williams ... 100,000/0 $175,000/0
Edward J. Edenfield IV 16,000/0 $28,000/0
Option Repricing. The Company did not reprice any stock options in 1997,
1998 or 1999 and, to date, has not issued any stock appreciation rights.
Employment Agreements. The Company has not entered into employment
agreements with any of its executives.
Compensation Advisory Committee Interlocks and Insider Participation. There
is no compensation committee of the Company's Board of Directors or other
committee of the Board performing equivalent functions. The person who performs
the equivalent function is Francis M. Williams, Chairman of the Board. Francis
Williams serves as an executive officer and director of Kimmins Corp. of which
Joseph Williams is also an executive officer.
<PAGE>
CERTAIN RELATIONSHIPS
---------------------
Surplus Debentures/Term Note. In 1988, CCS, a wholly-owned subsidiary of
the Company, issued a surplus debenture to KC in exchange for $3,000,000 which
bears interest at 10 percent per annum. In 1992, the debenture due to KC from
CCS was assigned to the Company. Interest and principal payments are subject to
approval by the Florida Department of Insurance. On April 1, 1997, the Company
forgave $375,000 of its $3,000,000 surplus debenture due from CCS. As a result,
CCS increased paid-in-capital by $375,000. As of December 31, 1999, no payments
could be made under the terms of the debenture. On June 30, 1999, the Company
forgave $576,266 of its $2,625,000 surplus debenture due from CCS. As a result,
CCS increased paid-in-capital to $1,000,000 from $423,734.
The Company entered into a term note agreement with KC for the outstanding
amount of the surplus debenture, including interest in arrears of ($4,291,049)
at September 30, 1992 as part of the Distribution. The term note was pari passi
with the other debts of CCS, had a 10 percent interest rate and was due on
October 1, 2002.
Effective October 1, 1996, the Company issued 1,723,290 shares at $3.00 per
share of its common stock to Kimmins Corp. (f/k/a Kimmins Environmental Services
Corp.) in exchange for surrender of the Company's term note payable in the
amount of $5,169,870.
Effective November 10, 1998 the Company entered into a $1,000,000
convertible term note agreement with TransCor Waste Services, Inc., a subsidiary
of KC. The note is due November 10, 2001 and bears interest at 10%. The lender
may convert the principal amount of the note or a portion thereof into common
stock at $3.00 per share subsequent to a six-month anniversary and prior to the
close of business on the maturity date.
CCS writes surety bonds for KC and its affiliates. Revenues attributable to
transactions with KC and its affiliates were $10,342, $14,907 and $1,738 for the
years ended December 31, 1999, 1998 and 1997, respectively. Qualex, a subsidiary
of the Company, performs consulting services for KC and affiliates. Revenue
attributable to transaction with affiliates were $117,075, $282,193 and $310,396
for years ended December 31, 1999, 1998 and 1997, respectively.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 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 (SEC).
Officers, directors, and greater than 10 percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on the Company's review of the copies of such forms
received by it, or written representations from certain reporting persons, the
Company believes that all filing requirements applicable were complied with
during fiscal 1999.
OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND CERTAIN EXECUTIVE OFFICERS
------------------------------------------------------------------
The name and address of each person or entity who owned beneficially 5% or
more of the outstanding shares of Common Stock of Cumberland on June 30, 2000,
together with the number of shares owned and the percentage of outstanding
shares that ownership represents is set forth in the following table. The table
also shows information concerning beneficial ownership by the President of the
Company, the President of CCS, and by all directors and executive officers as a
group. The number of shares beneficially owned is determined under the rules of
the SEC, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days after the date hereof through the exercise of any stock
option or other right. Unless otherwise indicated, each person has sole
investment and voting powers (or shares such powers with his or her spouse) with
respect to the shares set forth in the following table:
<PAGE>
Number of Percentage of
Shares of Outstanding
Cumberland Stock Shares of
Beneficial Owner (1)(2) Beneficially Owned Cumberland Stock
----------------------- ------------------ -----------------
Francis M. Williams
c/o Kimmins Corp.
1501 2nd Avenue East
Tampa, Florida 33605 ................ 3,763,937 (3) 67.8%
Kimmins Corp.
1501 2nd Avenue East
Tampa, Florida 33605 ................ 1,723,590 31.0%
Joseph M. Williams .................. 358,993 (4) 6.5%
Andrew J. Cohen ..................... 47,590 (5) *
R. Donald Finn ...................... 7,131 (6) *
Edward J. Edenfield IV .............. 16,000 (7) *
All current Directors and
Executive Officers as a
group (5 persons) ................... 4,197,651 75.6%
------------
* Ownership represents less than 1% of outstanding Cumberland Common Stock.
(1) The address of all Officers and Directors of Cumberland listed above,
unless listed separately, are in care of Cumberland at 4311 West Waters
Avenue, Suite 401, Tampa, Florida 33614.
(2) Cumberland believes that the persons named in the table have sole voting
and investment power with respect to all shares of common stock
beneficially owned by them, unless otherwise noted.
(3) Includes 2,456,582 shares owned by Mr. Francis Williams; 1,101,182
shares allocated to Mr. Williams based on his 63.9% ownership in Kimmins
Corp., 29,346 shares owned by Mr. Williams' wife; 14,777 shares held by Mr.
Williams as trustee for his wife and children and 153,050 held by various
real estate partnerships of which Mr. Williams is 100 percent Owner. Mr.
Williams owns 63.9% of the outstanding common stock of Kimmins Corp. and is
its Chairman and Chief Executive Officer.
(4) Includes 88,800 shares owned by Mr. Joseph M. Williams; options to acquire
44,000 shares of the Company's Common Stock; 210 shares held by Mr.
Williams as trustee for his children; 219 shares held by the KC 401(k) Plan
and ESOP of which Mr. Williams is fully vested. Also includes 205,764
shares held by KC's 401(k) Plan, Profit Participation Plan and ESOP,
options to acquire 20,000 shares of the Company's Common Stock held by the
ESOP, of which Mr. Williams is a trustee; Mr. Williams disclaims beneficial
ownership of these shares.
(5) Includes 50% of the 72,540 shares owned by C&C Properties a partnership in
which Mr. Cohen has a 50% ownership and 6,320 shares held in trust for Mr.
Cohen's minor children; options to acquire 5,000 shares of Cumberland
common stock.
(6) Includes 2,131 shares owned by R. Donald Finn; options to acquire 5,000
shares of Cumberland common stock.
(7) Includes options to acquire 20,000 shares of Cumberland Common Stock.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------
The accounting firm of Deloitte & Touche LLP has served as the independent
certified public accountants of the Company since 1999.
It is anticipated that a representative from the accounting firm of
Deloitte & Touche LLP will be present at the annual meeting of shareholders to
answer questions and make a statement if the representative desires to do so.
Ernst & Young LLP were the Company's independent auditors for the fiscal
years ending December 31, 1998 and 1997. The Board of Directors of the Company
dismissed Ernst & Young LLP as the Company's auditors in November 8, 1999. In
connection with the audits of the Company's financial statements for each of the
two fiscal years ended December 31, 1998 and 1997, there were no disagreements
with Ernst & Young LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedure. Ernst & Young
LLP furnished the Company with a letter to the Commission stating that it agrees
with the above statements.
SHAREHOLDER PROPOSALS
---------------------
Appropriate proposals of shareholders intended to be presented at the
Company's 2001 annual meeting of shareholders must be received by the Company
May 8, 2001 for inclusion in its proxy statement and form of proxy relating to
that meeting. Appropriate proposals of shareholders intended to be presented at
the Company's 2001 annual meeting without inclusion in the proxy statement must
be received by the Company by July 22, 2001. If the date of the next annual
meeting is advanced or delayed by more than 30 calendar days from the date of
the annual meeting to which this proxy statement relates, the Company shall, in
a timely manner, inform its shareholders of the change, and the date by which
proposals of shareholders must be received.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON STOCK
OF THE COMPANY WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE 2000 ANNUAL
MEETING OF SHAREHOLDERS, THE COMPANY WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-K WITHOUT EXHIBITS FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1999. REQUEST FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K
SHOULD BE ADDRESSED TO CAROL S. BLACK, SECRETARY, CUMBERLAND TECHNOLOGIES, INC.,
4311 WEST WATERS AVENUE, SUITE 401, TAMPA, FLORIDA 33614.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, COMPLETE, DATE AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE
AFFIXED.
Dated: September 5, 2000 By Order of the Board of Directors
By: /s/ CAROL S. BLACK
----------------------------------
Carol S. Black, Secretary
