SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule
14(a)-12
TRINITECH SYSTEMS, INC.
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(Name of Registrant as Specified in Charter)
William E. Alvarez, Jr.
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(Name of Person(s) filing Proxy Statement)
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:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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TRINITECH SYSTEMS, INC.
STAMFORD HARBOR PARK
333 LUDLOW STREET
STAMFORD, CT 06902
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 2, 1997
------------
To the Stockholders of TRINITECH SYSTEMS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Trinitech Systems, Inc. (the "Company") will be held on Monday,
June 2, 1997 at 10:00 A.M. local time, at Stamford Harbor Park, 333 Ludlow
Street, Stamford, CT 06902 for the following purposes:
1. To elect four (4) Directors to the Board of Directors for the
ensuing year;
2. To consider and act upon such other business as may properly
come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 14,
1997 as the record date for the Meeting. Only stockholders of record on the
stock transfer books of the Company at the close of business on that date are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Directors.
WILLIAM E. ALVAREZ, JR.
SECRETARY
Stamford, Connecticut
April 23, 1997
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE
URGED TO FILL IN, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE
ENVELOPE THAT IS PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
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PROXY STATEMENT
-------------------
TRINITECH SYSTEMS, INC.
-------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, JUNE 2, 1997
This Proxy Statement is furnished to stockholders of Trinitech
Systems, Inc., a New York corporation (the "Company"), in connection with the
solicitation, by order of the Board of Directors of the Company, of proxies to
be voted at the Annual Meeting of Stockholders to be held on June 2, 1997 at
10:00 A.M., Eastern Daylight Time, at the principal executive offices of the
Company located at Stamford Harbor Park, 333 Ludlow Street, Stamford, CT 06902.
The accompanying proxy is being solicited on behalf of the Board of Directors of
the Company. This Proxy Statement and enclosed proxy card were first mailed to
the shareholders of the Company on or about April 23, 1997, accompanied by the
Company's Annual Report for the year ended December 31, 1996, and the Company
incorporates the contents of such report herein by reference thereto.
As indicated in the Notice of Annual Meeting of the Stockholders,
the Meeting has been called to 1) elect four (4) Directors to the Board of
Directors for the ensuing year and 2) consider and act upon such other business
as may properly come before the Annual Meeting.
PROXIES AND VOTING RIGHTS
Stockholders of record at the close of business on April 14, 1997
(the "Record Date") are entitled to notice of and to vote at the Meeting. The
voting securities of the Company outstanding on the Record Date consisted of
8,180,030 shares of Common Stock (the "Shares"), entitling the holders thereof
to one vote per Share. There was no other class of voting securities of the
Company outstanding on such date. All shares have equal voting rights. A
majority of the outstanding Shares present in person or by proxy is required for
a quorum.
All proxies delivered pursuant to this solicitation may be revoked
by the person executing the same by notice in writing received at the office of
the Company at any time prior to exercise. If not revoked, the Shares
represented thereby will be voted at the Meeting. All proxies will be voted in
accordance with the instructions specified thereon. If no specification is
indicated on the Proxy, the Shares represented thereby will be voted (i) FOR the
election of the persons nominated as Directors and (ii) at the discretion of the
proxy holders on any other matters that may properly come before the Annual
Meeting. The Board of Directors does not know of any matters to be considered at
the Annual Meeting other than the election of Directors.
Broker "non-votes" and the shares as to which a stockholder abstains
are included for purposes of determining whether a quorum of shares is present
at a meeting. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner. Broker "non-votes" are not
included in the tabulation of the voting results on the election of directors or
issues requiring approval of a majority of the votes cast and, therefore, do not
have the effect of votes in opposition in such tabulations. Proxies marked as
abstaining with respect to a particular proposal will have the effect of a vote
against such proposal.
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All expenses in connection with the solicitation will be borne by
the Company. It is expected that the solicitation will be made primarily by
mail, but regular employees or representatives of the Company may also solicit
proxies by telephone, telegraph or in person, without additional compensation.
The Company will, upon request, reimburse brokerage houses and persons holding
Shares in the names of their nominees for their reasonable expenses in sending
proxy material to their principals.
SECURITY OWNERSHIP
The following table sets forth information concerning ownership of
the Company's Shares, as at the Record Date, by (i) each person known by the
Company to be the beneficial owner of more than five percent of the Shares, (ii)
each director and nominee for election as a director and (iii) all directors and
executive officers of the Company as a group. Unless otherwise indicated, each
stockholder has sole voting power and sole dispositive power with respect to the
indicated Shares.
Shares
Beneficially
Name and Address of Beneficial Owner Owned Percentage of Class
- ------------------------------------ ----- -------------------
Peter Kilbinger Hansen 938,350 (1) 10.7%
333 Ludlow Street
Stamford, CT 06902
Dr. John H. Chapman 15,000 (2) *
3 Landmark Square
Stamford, CT 06900
Craig M. Shumate 45,087 (2) *
29 Hilltop Road
Mendham, NJ 07945
Carl E. Warden 421,200 (3) 4.8%
1516 Country Club Drive
Los Altos, CA 94022
All Executive Officers and Directors as 1,670,387 19.0%
a Group (6 persons)
Jerome Belson & Affiliates 511,000 5.8%
c/o Jacobs Persinger & Parker
77 Water Street
New York, NY 10005
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* - Less than 1% of outstanding common stock.
(1) - Includes 650,000 shares held by TechSoft, a corporation partially owned by
Mr. Hansen, which shares may be deemed to be beneficially owned by Mr. Hansen.
Also included are 122,500 shares subject to Warrants held by Mr. Hansen which
are exercisable within 60 days of April 14, 1997.
(2) - Consist of shares issuable upon exercise of Warrants within 60 days of
April 14, 1997.
(3) - Includes 70,000 shares issuable upon exercise of Warrants within 60 days
of April 14, 1997.
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<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The by-laws of the Company provide that the Company shall have not
less than two nor more than seven directors, the exact number to be fixed by the
Board of Directors of the Company from time to time. The Board of Directors of
the Company presently consists of four members. A total of four directors will
be elected at the Annual Meeting to serve, subject to the provisions of the
by-laws of the Company, until the next annual meeting of the Stockholders and
until the election and qualification of their successors or until their prior
death, resignation or removal. All nominees are currently directors of the
Company. Management has no reason to believe that any of the nominees will be
unable or unwilling to serve as a director, if elected. Should any nominee not
be a candidate at the time of the Meeting (a situation which is not now
anticipated), proxies may be voted in favor of the remaining nominees and may
also be voted for a substitute nominee selected by the Board of Directors.
The following table contains certain information regarding the nominees:
Principal Occupation for the Past Five
Name Age Years and Current Public Directorships
- ---- --- --------------------------------------
Peter K. Hansen 36 Founder of the Company and President,
Chief Executive Officer, Chairman of the
Board since the commencement of the
Company's operations in June 1991. Mr.
Hansen also serves as a member of the
Compensation Committee of the Board of
Directors. Prior to founding Trinitech,
Mr. Hansen served for three years as a
director of banking systems of Business
Line A/S, a Danish company. Prior
thereto, Mr. Hansen was for more than
three years the Sales & Marketing
Director of Mark Computer Systems.
Dr. John H. Chapman 53 Director since May 1992. Dr. Chapman
serves as Chairman of the Audit
Committee and a member of the
Compensation Committee of the Board of
Directors. Dr. Chapman has over twenty
years experience in the computer and
telecommunication industries, which
included executive positions at Xerox
Corporation and Gartner Group. Dr.
Chapman is also a Partner of Gilbert
Segall and Young, a law firm with an
international practice.
Craig M. Shumate 51 Director since February 1994. Mr.
Shumate is the principal consultant and
founder of The Morris Group for
Information Technology. Over the last 25
years, Mr. Shumate has served as Vice
President Business Development for the
publishing firm of Waters Information
Services, Vice President Marketing and
Sales for the quote vendor CQI/ComStock,
Vice President Operations for the
portfolio accounting service bureau of
Shaw Data Services, and Senior Vice
President of the software/systems house
R. Shriver Associates.
Carl E. Warden 58 Director since August 1993. Mr. Warden
serves as Chairman of the Compensation
Committee and a member of the Audit
Committee of the Board of Directors. Mr.
Warden is a private investor with a
focus on development stage companies.
Mr. Warden was the principal founder, in
1989, of Sanifill, Inc. which was merged
with USA Waste Services, Inc. in 1996.
For more than five years prior thereto,
Mr. Warden was a self-employed private
investor.
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None of the Directors or Executive Officers has been involved in
material legal proceedings during the last five years in which he has been a
party adverse to or has had a material interest adverse to the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR ALL FOUR
OF THE ABOVE-NAMED NOMINEE DIRECTORS OF THE COMPANY. The proxy enclosed herewith
will be voted FOR all four of the above-named nominee directors of the Company
unless the stockholder specifically votes against any or all of the nominee
directors, or abstains from voting on this matter.
DIRECTORS MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis and met
five times during 1996. The Board of Directors has assigned certain
responsibilities to committees. The Audit Committee, which met once during 1996,
reviews, analyzes and makes recommendations to the Board of Directors with
respect to the Company's accounting policies, controls and statements and
coordinates with the Company's independent public accountants. Members of the
Audit Committee are John H. Chapman (Chairman) and Carl E. Warden. The
Compensation Committee, which met once during 1996, determines the amounts and
types of remuneration to be paid to management employees. Members of the
Compensation Committee are Carl E. Warden (Chairman), Peter K. Hansen and John
H. Chapman. From time to time, the members of the Board of Directors act by
unanimous written consent pursuant to the laws of the State of New York.
On January 1, 1996, as compensation for their services as members of
the Board of Directors for 1996, 1997 and 1998, and pursuant to a formula plan,
each Board Member, except Mr. Hansen, received warrants to purchase Common Stock
of the Company. Mr. Hansen received options to purchase Common Stock. The
warrants and options (exercisable into an aggregate of 67,500 shares and 22,500
shares of Common Stock, respectively) vest in three equal portions on December
31, 1996, 1997 and 1998, so long as the director completes service for such
respective years.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain information, for the years
ended December 31, 1996, 1995 and 1994, respectively, concerning compensation
awarded to, earned by or paid to the chief executive officer of the Company (the
"Named Executive Officer"). No other executive officer received compensation in
excess of $100,000 for the periods presented below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Salary Other Options All Other
Principal Position Year ($) $ (Shares) Compensation
- ------------------------ ---- -------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Peter K. Hansen, 1996 $115,000 $41,900 (a) 22,500 (b) $3,460
President 1995 $115,000 $30,200 (a) - $3,460
1994 $115,000 $29,600 (a) 7,500 $3,450
</TABLE>
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(a) - Represents sales commissions.
(b) - Represents options which vest on July 29, 1997.
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STOCK OPTION GRANTS
The following table provides information with respect to the Named
Executive Officer concerning grants of stock options during the year ended
December 31, 1996.
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
Number of Percentage of
Securities Total Options Per
Underlying Granted to Share
Options Employees in Exercise
Name Granted Fiscal 1996 Price Expiration Date
- ---- ---------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Peter K. Hansen 22,500 (1) 9.8% $3.98 July 29, 2001
</TABLE>
(1) - Represents options granted on July 29, 1996 at 110% of the then fair
market value of the Company's Common Stock. The options granted vest on
July 29, 1997.
OPTION EXERCISES AND YEAR END HOLDINGS
The following table provides information with respect to the Named
Executive Officer concerning the exercise of options during the year ended
December 31, 1996 and unexercised options held as of December 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL PERIOD,
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value at December 31, 1996 December 31, 1996 (1)
Name on Exercise Realized (E) (U) (E) (U)
- ---- ----------- -------- --- --- --- ---
Peter K. Hansen
<S> <C> <C> <C> <C> <C> <C>
OPTIONS 50,000 $175,000 - 22,500 - $11,700
WARRANTS - - 122,500 - $304,400 -
</TABLE>
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(E) - Exercisable
(U) - Unexercisable
(1) - Based on the December 31, 1996 closing price of $4.50 as
reported by AMEX.
EMPLOYMENT AGREEMENT
In January 1991, the Company entered into a five-year employment
agreement with Peter Kilbinger Hansen, its President. In fiscal 1996, Mr.
Hansen's salary was $115,000 which base salary is to be reviewed on an annual
basis by the Compensation Committee. In addition, Mr. Hansen is entitled to
receive a sales commission on the gross sales of any products of the Company
which are sold through his direct sales efforts, which is equivalent to the
normal sales commission paid to all Company commission employees. During the
years ended December 31, 1996 and 1995, Mr. Hansen earned commissions of $41,900
and $30,200, respectively. In the event Mr. Hansen is terminated by the Company
without cause, he is entitled to receive an amount equal to four times his then
current base salary and prorated payment of any bonus, cash or stock earned.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as referenced under "Directors Meetings and Compensation"
above, there has been no transaction during the last two years, or proposed
transaction, in each case involving an amount in excess of $60,000, to which the
Company was or is to be a party, in which any director, executive officer or
security holder named under "Security Ownership" had or is to have a direct or
indirect material interest.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Arthur Andersen LLP, Stamford, Connecticut,
served as the Company's independent public accountants for the year ended
December 31, 1996. Such firm has no other relationship to the Company. The Board
of Directors has selected Arthur Andersen LLP to serve as the independent public
accountants of the Company for the current year ending December 31, 1997. A
representative of Arthur Andersen LLP is expected to attend the Annual Meeting,
and such representative will have the opportunity to make a statement if he so
desires and will be available to respond to appropriate questions from
shareholders.
STOCKHOLDER PROPOSALS
Proposals of shareholders intended for presentation at the next
Annual Meeting of Shareholders and intended to be included in the Company's
Proxy Statement and form of proxy relating to that meeting must be received at
the offices of the Company by December 15, 1997.
OTHER MATTERS
The Board of Directors does not know of any matter, other than those
described above, that may be presented for action at the Annual Meeting. If any
other matter or proposal should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter and upon such proposal in accordance with their best judgment.
The Annual Report for the fiscal year ended December 31, 1996,
including financial statements, is being mailed herewith. If, for any reason,
you did not receive your copy of the Annual Report, please advise the Company
and another will be sent to you.
By Order of the Board of Directors
WILLIAM E. ALVAREZ, JR.
Secretary
Trinitech Systems, Inc.
Stamford, Connecticut
April 23, 1997
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TRINITECH SYSTEMS, INC.
PROXY - ANNUAL MEETING OF STOCKHOLDERS - JUNE 2, 1997
The undersigned hereby constitutes and appoints PETER K. HANSEN, JOHN H.
CHAPMAN, CRAIG M. SHUMATE, and CARL E. WARDEN, and each of them, the attorneys
and proxies of the undersigned, with full power of substitution, to vote on
behalf of the undersigned all of the shares of Trinitech Systems, Inc. (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company, to be held at Stamford Harbor Park, 333 Ludlow
Street, Stamford, Connecticut 06902, at 10 o'clock in the morning, Eastern
Daylight Time, on Monday, June 2, 1997, and all adjournments thereof, upon the
following matters:
(Continued, and to be signed and dated on the other side)
<PAGE>
1. Election of Directors John H. Chapman, Peter K. Hansen, Craig M. Shumate
and Carl E. Warden
