TITAN TECHNOLOGIES, INC.
3202 Candelaria, N.E.
Albuquerque, New Mexico 87107
PROXY STATEMENT
AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on December 13, 1996
The Annual Meeting of Shareholders of TITAN TECHNOLOGIES, INC. ( the "Company")
will be held on December 13, 1996, at the Ramada Inn, 25 Hotel Circle, N.E.,
Albuquerque, New Mexico 87123, at 1:00 p.m., New Mexico time, to act upon the
following:
(1) To elect five Directors; and
(2) To consider such other business as may properly come before the Annual
Meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. The Board of Directors is not aware of any other matters to come
before the Annual Meeting. Only shareholders of record at the close of business
on November 9, 1996, are entitled to vote at the Annual Meeting. Shares cannot
be voted unless a signed proxy is provided or other arrangements are made to
have the shares represented at the Meeting.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO SIGN,
DATE, AND RETURN THE ENCLOSED PROXY WITHOUT DELAY. THE COMPANY HAS FURNISHED FOR
YOUR CONVENIENCE A PRE-ADDRESSED ENVELOPE IN WHICH TO RETURN YOUR PROXY. PLEASE
MAIL IN YOUR PROXY TODAY. YOUR PROMPT RETURN OF THE ENCLOSED PROXY WILL SAVE THE
COMPANY THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM AT
THE ANNUAL MEETING.
Sincerely,
Bruce R. Clark, Secretary
Albuquerque, New Mexico, November 8, 1996
PROXY STATEMENT
TITAN TECHNOLOGIES, INC.
3202 Candelaria, N.E.
Albuquerque, New Mexico 87107
PERSONS MAKING THE SOLICITATION
The Board of Directors (the "Board") of Titan Technologies, Inc. (the "Company")
solicits the enclosed proxy for use at the Annual Meeting of Shareholders of the
Company, to be held on December 13, 1996, at the Ramada Inn, 25 Hotel Circle,
N.E., Albuquerque, New Mexico 87123, at 1:00 p.m., New Mexico time, and at any
postponement(s) or adjournment(s) of the Annual Meeting.
METHOD OF SOLICITATION
Solicitation will be made primarily by mail, commencing on or about November 9,
1996, but may also be made by telephone or oral communications by directors,
officers and employees of the Company. The Company estimates that the total
amount to be spent in connection with the solicitation, excluding salary paid to
officers and regular employees, will cost approximately $5,000, none of which
has been paid at the date of this statement.
PROXIES AND VOTING AT THE MEETING
A majority of the outstanding shares of the Company's No Par Value Stock,
counted in the aggregate, must be represented in person, or by proxy at the
Annual Meeting in order to hold the Annual Meeting. Only shareholders of record
at the close of business on November 15, 1996, are entitled to vote at the
Annual Meeting. Because many shareholders cannot attend the Annual Meeting, a
large number must be represented by proxy. Shareholders are encouraged to sign
and return their proxies promptly, indicating the manner in which they wish
their shares to be voted. The proxy agents will vote the shares represented by
the proxies according to the instructions of the persons giving the proxies.
Unless other instructions are given, votes will be cast:
1. For the election of the five nominees for Director presented later in this
Proxy Statement. To be elected as a director, a nominee must receive the votes
of a majority of the shares represented at the Meeting. If, for any reason any
of the nominees become unavailable for election, which the Board does not
anticipate, the proxies will be voted for a substitute nominee to be designated
by the Board.
2. On the transaction of such other business as may properly come before the
Annual Meeting or any postponement(s) or adjournment(s) of the Annual Meeting.
To be elected, nominees for seats on the Board of Directors must receive the
affirmative vote of a majority of the votes cast in person and by proxy at the
meeting. To be passed, any other item that comes before the shareholders must
also receive the affirmative vote of a majority of the votes cast in person and
by proxy at the meeting.
Election inspectors will be appointed at the meeting. Such Inspectors will
determine the validity of proxies and will receive, canvas and report to the
meeting the votes cast by the shareholders on each item brought before the
shareholders for vote. No shares of the Company's stock can be voted by any
person who is not the record owner or voting under authority granted by the
record owner. All returned proxies are counted toward the required quorum or the
required majority of shares present at the meeting for election of directors. If
any shareholder returns a proxy without indicating his directions whether the
proxy should be voted for or against any item or voted for or withheld from
voting on any item, the proxy will be voted by the proxy agents for managements
nominees for director and in the agents' discretion on any other matter coming
before the meeting.
Any Shareholder returning a proxy has the power to revoke that proxy at any time
before it is voted, by delivery of a written notice of revocation, signed by the
shareholder, to the Secretary of the Company; by delivery of a signed proxy
bearing a later date; or by attending the Annual Meeting and voting in person.
Any proxy which is not revoked will be voted at the Meeting.
In accordance with Company bylaws, the Annual Meeting will be conducted in
accordance with an agenda which will be conspicuously posted at the Annual
Meeting. Participation at the meeting will be encouraged but will be limited to
shareholders and holders of valid proxies for shareholders. the Meeting will
start promptly at 1:00 p.m.
ELECTION OF DIRECTORS
At the annual meeting, the shareholders will elect five Directors to each serve
until the next annual or special meeting of shareholders at which directors are
elected. The Board of Directors of the Company has nominated Ronald E. Allred,
Bruce R. Clark, Jelle DeBoer, Ronald Wilder and Alan L. Wilder to be Managements
slate of candidates. Each of these individuals is a current Director. the
Company's nominees have consented to be nominated and to serve if elected.
managements nominees are:
Bruce R. Clark, was elected to the Company's board of directors by the Company's
shareholders on November 13, 1992. Mr. Clark has been the Company's General
Counsel since July of 1990. Mr. Clark has been engaged in the practice of law
since 1982. Mr. Clark holds a B.A. in English from the University of Tennessee
and a JD in law from the University of New Mexico.
Ronald L. Wilder, the Vice President and Chief Operating Officer of the Company,
has been employed by the Company since 1986. Mr. Wilder and another person acted
as the Company's board of directors from 1986 until a new slate of directors was
elected by the company's shareholders on November 13, 1992. Following the
election, the new board of directors voted to retain Mr. Wilder as the Company's
Vice President and Chief Operating Officer. Mr. Wilder was a founder of TRTC and
serves on TRTC's board of directors. Mr. Wilder attended the University of
Southern California from 1954 to 1957 where he studied geology. He served as
President and a director of Solar Age Industries, Inc. from 1978 to 1986. Prior
to being employed by Solar Age Industries, Inc., Mr. Wilder owned and or
operated public or private corporations in the cattle, Indian art and financial
service businesses.
Dr. Ronald E. Allred, was elected to the Company's board of directors by the
Company's shareholders on November 13, 1992. Dr. Allred holds a B.S. degree in
Chemistry and a MS degree in Nuclear Engineering from the University of New
Mexico and a Sc.D. degree in Polymerics from MIT. He was employed by Sandia
National Laboratory as a Technical Staff member from July of 1969 to August of
1986. from December of 1986 to January of 1991 he was employed as the director
of the Material Department of PDA Engineering in Costa Mesa California, and
since January of 1991 has been employed as the President of Adherent
Technologies in Albuquerque, New Mexico.
Dr. Jelle deBoer, was elected to the Company's board of directors by the
Company's Directors on January 4, 1994. Dr. deBoer holds a B.S. degree in
Biology, a M.S. degree in Radiation Biology and a Ph.D. degree in Radiation
Biology, as well as specialized courses in Environmental Sciences. Dr. deBoer
was employed by the U.S. Air Force for more than 25 years as a Research
Scientist.
Alan L. Wilder, was elected to the Company's board of directors by the Company's
shareholders on November 13, 1992. Mr. Wilder was a consultant to Coeur d'Alene
Mines Corp. during 1989 and 1990, and became its a Vice President - Engineering
, a position he has held since September of 1990. Prior to being employed by
Coeur d'Alene Mines Corp., Mr. Wilder was employed as a project manager for
Newmont Mining corp.. during 1987 and 1988, was employed as Plant Supervisor for
Coeur Rochester, Inc. during 1986 and 1987 and was an Engineer Supervisor for
Bechtel Corporation from 1973 to 1985. Mr. wilder is a graduate of the New
Mexico Institute of mining and Technology with a degree in Metallurgical
Engineering.
Alan L. Wilder and Ronald L. Wilder are cousins. No other family relationship
exists between any of the Company's officers and directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The company's No Par. Value Stock is its only class of voting securities
outstanding. Only shareholders of record at the close of business on November 9,
1996, will be entitled to vote at the Annual meeting and at any adjournment
thereof. As of October 20, 1996, 18,236,611 such shares were outstanding and
entitled to vote at the meeting. Each such share is entitled to one vote on each
matter coming before the Meeting.
Security Ownership of Certain Beneficial Owners and Management:
The following table sets forth, as of October 20, 1996, the beneficial ownership
of the Company's No Par Value Stock by each nominee and by all officers and
Directors as a group. The information as to beneficial stock ownership is based
on data furnished by each person. Each person has sole voting and investment
power as to all shares unless otherwise indicated.
(1) (2) (3) (4)
Title Name and Amount and Percent
of class Address of Nature of of class
Beneficial Beneficial
Owner Ownership
No Par Ronald L. Wilder 123,500 (direct) .68
Value Common 3202 Candelaria, N.E. 1,400,000 (indirect)(1) 8.36
Albuquerque, New Mexico 87107
No Par Alan L. Wilder 522,000 (direct) 2.86
Value Common 1411 Skyline Drive
Coeur d'Alene, Idaho 83814
No Par Bruce R. Clark -0- -0-
Value Common 6116 Bellamah, N.E.
Albuquerque, New Mexico 97110
No Par Jelle deBoer 148,000 (direct) .81
Value Common 1716 Valencia, N.E.
Albuquerque, New Mexico 87110
No Par Dr. Ronald E. Allred 216,000 (Direct) 1.18
value common 9621 Camino del Sol, N.E.
Albuquerque, New Mexico 87111
No Par value Officers and Directors 2,409,500 shares 13.21
Common Stock (six persons)
owned of record
and beneficially
_____________
1. Shares are owned by Mr. Wilder's family members who vote their shares as
advised by Mr. Wilder.
Other persons owning 5% or more of the Company no par value common stock:
- -------------------------------------------------------------------------
The only other persons known by the Company to own 5% or more of its issued and
outstanding no par value common stock are the following:
(1) (2) (3) (4)
Title Name and Amount and Percent
of class Address of Nature of of class
Beneficial Beneficial
Owner Ownership
No Par Barr, Inc. 1,050,000 (direct) 5.75
Value Common P.O. Box 536
Alex, Oklahoma
No Par Wolfgang Rieger 1,111,111 (direct) 6.09
value common Gesmb H
Kohlmarkt 5/12
Vienna, Austria
No Par Josef R. Strauss` 4,075,000* (direct) 22.34
value common 1243 Plumosa Dr.
Ft. Myers, Florida 33901
__________
* Includes 3,000,000 shares underlying stock options that are immediately
exerciseable.
Meetings of the Board:
- ----------------------
The Board held one meeting during the last fiscal year and all directors were in
attendance at that meeting. Typically the board acts in an informal way and
conducts its business through consent meetings following such telephonic
discussions as each director feels may be necessary for him to have an
understanding of the proposals to which his consent may be requested. During the
last fiscal year, the Directors had no consent meetings.
The Board has no audit, nominating, compensation committee, or other committees.
EXECUTIVE COMPENSATION
Until August, 1993 the Company did not pay salaries or otherwise compensated its
Management. Beginning in August, 1993, the Company established the salary of Mr.
Ronald L. Wilder and Mr. Bruce Clark at $2,500 per month.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Under- All Other
Name and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald L. Wilder(1) 1994 $30,000 -0- -0- -0- -0- -0- -0-
Vice President 1995 $30,000 -0- -0- -0- -0- -0- -0-
and COO 1996 $30,000 -0- -0- -0- -0- -0- -0-
Bruce R. Clark 1994 $30,000 -0- -0- -0- -0- -0- -0-
Secy., Treas., 1995 $30,000 -0- -0- -0- -0- -0- -0-
and CFO 1996 $30,000 -0- -0- -0- -0- -0- -0-
</TABLE>
1.During prior years the Company loaned Mr. Ronald L. Wilder a total of $87,317,
which loans are still outstanding, but which in 1993 were reserved for financial
reporting purposes and reported in the Company's general and administrative
expenses for that year.
In the future, the Company's employees, including the Company's officers, may
also receive such bonuses and salary increases as the Board of Directors, in its
sole discretion, may award.
The company may in the future grant cost-of-living or merit increases, even
though such increases are not currently contemplated and may provide health
insurance benefits to the officers and Directors and all other full time
employees and their dependents.
The Company presently has no retirement, bonus, profit sharing, stock option or
other compensation plan. The Company may in the future, and with the approval of
the Company shareholders, establish an Employee Stock Ownership Plan and stock
option plan or similar program to benefit its key employees, the specific terms
of which have not presently been determined.
Other than what is discussed above, the Company has no retirement, pension,
profit sharing, stock option or similar program for the benefit of its officers,
directors or employees, and there are currently no plans, arrangements,
commitments or understandings with respect to the establishment of any such
program.
LEGAL PROCEEDINGS
The only legal proceedings to which the Company is a party or of which any of
its property is subject are pending or known to be contemplated is:
1, On September 12, 1994, in the Second Judicial District Court for Bernalillo
County New Mexico (Civil Action CV-94-7558), an individual sued Mr. Bruce Clark,
a Company officer and director, alleging damages to be proved at trial for
injuries sustained in an automobile accident involving an automobile driven by
Mr. Clark. The Company was also named as a defendant on the theory that at the
time of the accident Mr. Clark was acting within the scope of his employment by
the Company. The Company answered the Complaint and denied that Mr. Clark was
acting within the scope of his employment at the time of the accident. This
matter went to jury trial in August, 1996, and the jury found that Mr. Clark was
not acting within the scope of his employment and found that the Company was not
liable to the Plaintiff for any amount of money. The Judgment on Verdict was not
entered until October 11, 1996. The time during which the Plaintiff may appeal
the judgment in this matter may not have yet expired and the Company does not
know whether an appeal will be made by the Plaintiff.
2. On May 15, 1996, the Company filed an action in the United States District
Court for New Mexico (Civil Action 673-JP-LFG) against Floyd Wallace and Harold
Barrington alleging that certain technology purportedly developed by Mr. Wallace
which was acquired by the Company had, at the time of the sale to the Company,
been misrepresented. Mr. Wallace answered denying the allegations of the
Complaint and counterclaimed against the Company for breach of contract, an
accounting under the contract, and a prima facie tort resulting from a
stop-transfer instruction given by the Company to its transfer agent relating to
the stock given to Mr. Wallace as part of the consideration for his technology.
Mr. Barrington answered denying the allegations of the Complaint and
subsequently filed a separate action against the Company alleging breach of
contract and prima facie tort resulting from a stop-transfer instruction given
by the Company to its transfer agent relating to the stock given Mr. Barrington
as consideration for the Wallace technology (see below).
The litigation between the Company and Mr. Wallace was settled by agreement on
August 29, 1996, through which the parties agreed to a mutual release and a
dismissal of all claims and the Company agreed to relinquish all claims it may
have had to the use of certain expired patent and catalatic regime developed by
Mr. Wallace, which the Company had alleged in the action did not perform as
represented.
3. On September 15, 1996. Mr. Harold Barrington filed an action in the
Second Judicial District Court for Bernallilo County, New Mexico (Civil Action
C.V.-96-08824) alleging breach of contract and a prima facie tort resulting from
a stop-transfer instruction given by the Company to its transfer agent relating
to the stock given to Mr. Barrington as part of the consideration for the
Wallace technology. The Company has answered denying the allegations of the
complaint.
No time has been set for discovery in either of the lawsuits involving the
Company and Mr. Barrington. It is anticipated that unless the matters can be
settled by a mutually agreed release, discovery will take place during the
fiscal 1997 and trial will not occur until some time thereafter.
4. On June 17, 1996, the Company filed an action in the Second Judicial District
Court for Bernalillo County, New Mexico (Civil Action CV-96-6134) against Robert
Aragon and Anne Trawicky for fraud or negligent misrepresentation by them at the
time they issued a license to Aegis Technologies, a Company subsidiary, in
exchange for Company shares. At the time the Company shares were issued to Mr.
Aragon and Ms. Trawicky they represented to the Company that a license
previously issued to Aegis Technologies was in full force and effect. Subsequent
to the issuance of the Company shares to them, they informed the Company that
the license had expired prior to the date that Aegis Technologies was acquired
by the Company. Aegis only business at the time of its acquisition by the
Company was the ownership of the license. The defendants have denied the
allegations of the complaint and Ms. Trawicky has filed a counterclaim against
the Company seeking the removal of a stop-transfer instruction given by the
Company to its transfer agent relating to Ms. Trawicky's shares.
No time has yet been set for discovery in this matter. It is anticipated that
unless the matters can be settled by a mutually agreed release, discovery will
take place during the fiscal 1997 and trial will not occur until some time
thereafter.
The Company knows of no other legal proceedings pending or threatened, or
judgment against any director or officer of the Company in their capacity as
such.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP, certified public accountants, has provided services to the
Company during the past fiscal year, which included the examination of the
Company's consolidated financial statements included in the annual report to
shareholders and annual report on Form 10-KSB. A representative of Grant
Thornton LLP will be present at the Annual Meeting, will be available to respond
to appropriate questions concerning the financial statements of the Company, and
will have the opportunity to make a statement if the representative desires to
do so.
PROXY MATERIALS FOR NEXT ANNUAL MEETING
Shareholder proposals for consideration at the next Annual Meeting, which the
company expects to hold in December, 1997, must be received by the Company no
later than August 31, 1997. In order for such proposals to be included, they
must be legal and must comply with the Rules and Regulations of the Securities
and Exchange Commission.
OTHER BUSINESS
The Board knows of no other business which is to be presented at the Annual
Meeting. However, if other matters should properly come before the Annual
Meeting, the persons named in the proxy will vote on those matters according to
their judgment.
By Order of the Board of Directors
Bruce R. Clark, Secretary
Albuquerque New Mexico, November 8, 1996.
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TITAN TECHNOLOGIES, INC. to be held at
1:00 p.m., December 13, 1996, at the Ramada Inn, 25 Hotel Circle, N.E.,
Albuquerque, New Mexico 87123, at 1:00 p.m., New Mexico time.
This Proxy is solicited by Management. Management recommends that you vote "Yes"
for the election of each Management Candidate.
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, Bruce R. Clark and Ronald L. Wilder,
and each of them, each with the power to appoint his or her substitute, and
hereby authorize them to represent and to vote, as designated below, all of the
stock of Titan Technologies, Inc. owned of record by the undersigned on November
9, 1996, at the 1996 Annual Meeting of Shareholders to be held on December 13,
1996, and at any postponement(s) or adjournment(s) thereof, for the election of
five Directors and to vote upon any other matters which may properly come before
the Meeting, subject to any directions in this proxy.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF RONALD E. ALLRED, BRUCE R. CLARK, JELLE DEBOER, RONALD
L. WILDER AND ALAN L. WILDER AS THE COMPANY'S DIRECTORS AND IN THE DISCRETION OF
THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTER BROUGHT BEFORE THE
MEETING.
1. ELECTION OF DIRECTORS
[__] YES:
VOTE MY STOCK FOR THE FOLLOWING FIVE NOMINEES: RONALD E. ALLRED, BRUCE R. CLARK,
JELLE DEBOER, RONALD L. WILDER AND ALAN L. WILDER.
[__] NO:
WITHHOLD AUTHORITY TO VOTE FOR ALL CANDIDATES LISTED ABOVE.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name.
2. OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) in their discretion, the persons named as Proxies
or their substitutes are authorized to vote upon such other matters in their
discretion.
[__] GRANTED
[__] WITHHELD
Sign below as your name appears on the label. If there is no label, sign your
name as you normally sign your name and date your proxy.
_________________________________________
Name(s) Please Print
________________________
Signature
__________________________________________
No. of shares voted
DATE _________________________________, 1996
________________________
certificate number(s)
________________________________________
Signature of co-owner (if applicable)
Date: _________________________________, 1996
When signing as attorney, executor, administrator, trustee or guardian, please
sign title as such. If a corporation, please sign in full the corporation's name
by President or other authorized officer. If a partnership, please sign in the
partnership name by authorized person. if anyone other than the shareholder(s)
named on the above label is signing this proxy, indicate the capacity in which
you are signing,
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. YOUR STOCK CANNOT BE VOTED UNLESS YOU VOTE IN PERSON AT THE ANNUAL
MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE TIME OF VOTING AT THE
ANNUAL MEETING.
