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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Kevin C. Cassidy
- --------------------------------------------------------------------------------
(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:
(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):
(4) Proposed maximum aggregate value of transaction:
<PAGE>
(5) Total fee paid:
/ / 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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<PAGE>
TRINITECH SYSTEMS, INC.
STAMFORD HARBOR PARK
333 LUDLOW STREET
STAMFORD, CT 06902
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 1998
------------------------------------
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 3, 1998 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 24,
1998 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.
/s/ Kevin C. Cassidy
Kevin C. Cassidy
SECRETARY
Stamford, Connecticut
April 30, 1998
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.
<PAGE>
PROXY STATEMENT
------------------------------------
TRINITECH SYSTEMS, INC.
------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, JUNE 3, 1998
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 3, 1998 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 will be first mailed
to the shareholders of the Company on or about May 8, 1998, accompanied by the
Company's Annual Report for the year ended December 31, 1997, 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 24, 1998 (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 8,663,530
shares of common stock, par value $.001 (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. Neither broker "non-votes" nor
abstentions are 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.
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.
<PAGE>
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, (iii) each of the executive
officers named in the executive summary compensation table and (iv) 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.
<TABLE>
<CAPTION>
=====================================================================================================================
Shares
Beneficially
Name and Address of Beneficial Owner Owned Percentage of Class (*)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter Kilbinger Hansen 977,350(1) 11.3%
333 Ludlow Street
Stamford, CT 06902
- ---------------------------------------------------------------------------------------------------------------------
Lars Kragh 212,650 2.5%
333 Ludlow Street
Stamford, CT 06902
- ---------------------------------------------------------------------------------------------------------------------
William E. Alvarez Jr. -- **
57 Dayton Road
Redding, CT 06895(4)
- ---------------------------------------------------------------------------------------------------------------------
Dr. John H. Chapman 7,500(2) **
3 Landmark Square
Stamford, CT 06900
- ---------------------------------------------------------------------------------------------------------------------
Craig M. Shumate 52,587(2) **
29 Hilltop Road
Mendham, NJ 07945
- ---------------------------------------------------------------------------------------------------------------------
Carl E. Warden 428,700(3) 4.9%
1516 Country Club Drive
Los Altos, CA 94022
- ---------------------------------------------------------------------------------------------------------------------
All Executive Officers and Directors as a Group 1,678,787 19.4%
(6 persons)
=====================================================================================================================
</TABLE>
* Based upon 8,663,530 shares outstanding on April 24, 1998.
** 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 7,500 shares subject to Warrants
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<PAGE>
and 50,000 Options to purchase the Company's Common Stock held by Mr.
Hansen which are exercisable within 60 days of April 24, 1998.
(2) Consists of shares issuable upon exercise of Warrants within 60 days of
April 24, 1998.
(3) Includes 22,500 shares issuable upon exercise of Warrants within 60 days of
April 24, 1998.
(4) Resigned from employment with the Company effective January 1998.
MANAGEMENT
The directors and executive officers of the Company are as
follows:
Name Age Position
- ---- --- --------
Peter Kilbinger Hansen 37 President, Chief Executive Officer, Chairman and
Director
Kevin C. Cassidy 32 Chief Financial Officer and Secretary
Lars Kragh 37 Vice President-Research and Development Manager
Dr. John H. Chapman 54 Director
Craig M. Shumate 52 Director
Carl E. Warden 59 Director
- ------------------
Principal Occupation for the Past Five Years and Current Public Directorships of
the executive officer's and directors are as follows:
PETER KILBINGER HANSEN founder of the Company, has served as
President and Chairman and as a director 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, where he installed more than 30 on-line telex trading systems.
Prior thereto, Mr. Hansen was for more than three years the Sales & Marketing
Director of Mark Computer Systems, responsible for developing the business idea
for and successfully launching its turn-key network broker communication system.
Mr. Hansen has a degree in Economics from Neils' Brock Business School of
Copenhagen and associated degree in Economics from the Copenhagen University of
Language and Economics.
KEVIN C. CASSIDY joined Trinitech as Chief Financial Officer
and Secretary in March 1998. Prior to March 1998, Mr. Cassidy was employed by
Ernst & Young LLP, Certified Public Accountants, since 1989 where he managed
several initial public offerings and mergers and acquisitions. Mr. Cassidy
received his Bachelor of Science Degree in Accounting from LeMoyne College in
Syracuse New York. Mr. Cassidy is also a licensed Certified Public Accountant.
LARS KRAGH has been with the Company since its inception and
has served as Vice President Research and Development Manager since January
1991. He is directly involved in all research and development of the Company's
products. Prior to joining the Company, he developed turn-key network systems
for banking involving numerous system integrations with Reuters, Micrognosis and
international data carriers services. Also, Mr. Kragh developed an accounting
and ticketing system for SAS-Airlines and a substantial turn-key PC Network
Communication System for the shipping industry. In total, Mr. Kragh has
developed software for turn-key integrations that are utilized in the daily
operations of more than 300 international companies in Europe, the Far East
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<PAGE>
and the United States. Mr. Kragh holds a Masters of Science in Electrical
Engineering from the Danish University of Technology.
DR. JOHN HAVEN CHAPMAN has served as a Director of the Company
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,
and presently serves as President of Strategic Financing Corporation and
Strategic Research Inc., which are involved in the development and financing of
corporate enterprises. His industry experience has included executive positions
at Xerox Corporation and Gartner Group, and he has served as the Executive
Director and is a Research Fellow of The Center for Telecommunications and
Information Studies at Columbia University. Dr. Chapman is also a Partner of
Gilbert, Segall and Young, a law firm with an international practice. In
addition, he is Counsel to the Computer and Communications Industry Association,
an international trade association based in Washington, DC. Dr. Chapman received
his Engineering and English Degrees from Brown University, his Masters Degree in
Management and Finance from the University of Southern California, a Juris
Doctor Degree from Boston University School of Law, and his Ph.D. in Business
Economics and Public Policy from Columbia University.
CRAIG M. SHUMATE has served as a Director of the Company since
February 1994. Mr. Shumate is a manager and consultant serving firms in the
securities and investment industries, specializing in real-time electronic
information systems and services in support of financial trading. He is
principal consultant and founder of The Morris Group for Information Technology.
Over the last 25 years, Mr. Shumate has served as VP Business Development for
the publishing firm of Waters Information Services, VP Marketing and Sales for
the quote vendor CQI/ComStock, VP Operations for the portfolio accounting
service bureau of Shaw Data Services, and SVP of the software/systems house R.
Shriver Associates. Mr. Shumate received his Engineering Degree from Cornell
University and his Masters Degree in Management from the Sloan School of
Management at the Massachusetts Institute of Technology.
CARL E. WARDEN has served as a Director of the Company 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 the
principal founder of Sanifill, Inc. and a founder of Allwaste, Inc. From June
1989 through January 1990, Mr. Warden was Chairman of the Board of Directors and
Co-Chief Executive Officer of Sanifill and Vice Chairman of the Board from
February 1990 until February 1994. For more than five years prior thereto, Mr.
Warden was a self-employed private investor. Mr. Warden received his BBA from
the Freeman School of Business at Tulane University.
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.
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 names of the nominees for director are John H. Chapman, Peter K. Hansen,
Craig M. Shumate and Carl E. Warden.
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<PAGE>
The preceding section contains certain information regarding each of the
nominees for director.
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 1998. The Board of Directors has assigned certain
responsibilities to committees. The Audit Committee, which met once during 1997,
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 1997, 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.
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, 1997, 1996 and 1995, respectively, concerning compensation awarded
to, earned by or paid to the chief executive officer of the Company and (ii) the
four most highly compensated executive officers of the Company other than the
CEO whose salary and bonus exceeded $100,000 with respect to the fiscal year
ended December 31, 1997 and who were employed by the Company on December 31,
1997 (the "Named Executive Officers"). Other than the chief financial officer
and Vice President - Research and Development Manager of the Company, 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 Option All Other
Principal Position Year $ $ (Shares) Compensation(g)
- ------------------ ---- --- -- -------- ---------------
<S> <C> <C> <C> <C> <C>
Peter K. Hansen, 1997 $115,000 $57,900(a) 250,000(b) $1,300
President 1996 $115,000 $41,900(a) 22,500(c) $3,460
1995 $115,000 $30,200(a) -- $3,460
William E. Alvarez Jr., 1997 $106,000 15,000(d) $2,535
Chief Financial Officer 1996 N/A
1995 N/A
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------- ----------------------
Name and Salary Other Option All Other
Principal Position Year $ $ (Shares) Compensation(g)
- ------------------ ---- --- -- -------- ---------------
<S> <C> <C> <C> <C> <C>
Lars Kragh, 1997 $100,000 100,000(e) $2,896
Vice President- 1996 N/A
Research and 1995 N/A
Development Manager
</TABLE>
(a) Represents sales commissions.
(b) Represents 250,000 options which vest ratably over five years at 50,000 per
annum beginning on January 3, 1998.
(c) Represents options which vested on July 29, 1997.
(d) Represents 15,000 options which vested on January 3, 1998
(e) Represents 100,000 options which vest ratably over five years at 20,000 per
annum beginning on January 3, 1998.
(f) Resigned from employment with the Company effective January 1998.
(g) Primarily represents car allowance.
STOCK OPTION GRANTS
The following table provides information with respect to the Named
Executive Officers concerning grants of stock options during the year ended
December 31, 1997.
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
Percentage of
Total Options
Number of Granted to
Options Employees in Per Share
Name Granted Fiscal 1997 Exercise Price Expiration Date
- ---- ------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
Peter K. Hansen 250,000(1) 33.2% $4.95 January 3, 2002
William E. Alvarez Jr. (4) 15,000(2) 2.0% $4.50 January 3, 2002
Lars Kragh 100,000(3) 13.3% $4.50 January 3, 2002
</TABLE>
(1) Represents options to purchase the Company's Common Stock granted on
January 3, 1997 at 110% of the then fair market value of the Company's
Common Stock. The options granted vest 50,000 each year beginning on
January 3, 1998.
(2) Represents options to purchase the Company's Common Stock granted on
January 3, 1997 at the then fair market value of the Company's Common
Stock. The options vest on January 3, 1998.
(3) Represents options to purchase the Company's Common Stock granted on
January 3, 1997 at the then fair market value of the Company's Common
Stock. The options granted vest 20,000 each year beginning on January 3,
1998.
(4) Resigned from employment with the Company effective January 1998.
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<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL PERIOD,
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Number of Securities
Shares Underlying Unexercised Value of Unexercised In-the-Money
Acquired on Value Options at December 31, 1997 Options December 31, 1997(1)
Name Exercise Realized (E) (U) (E) (U)
- ---- -------- -------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Peter K. Hansen
OPTIONS -- -- 22,500 250,000 $92,800 $700,000
WARRANTS 115,000 $230,000 7,500 -- $43,100 --
William E. Alvarez
OPTIONS -- -- 47,500 15,000 $195,900 $48,000
Lars Kragh
OPTIONS -- -- -- 100,000 -- $325,000
WARRANTS 75,000 $150,000 -- -- -- --
</TABLE>
- --------------------------
(E) Exercisable
(U) Unexercisable
(1) Based on the December 31, 1997 closing price of $7.75 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 1997, 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, 1997, 1996 and 1995, Mr. Hansen earned commissions of
$57,900, $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.
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, served as the Company's
independent public accountants for the year ended December 31, 1997. 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, 1998. Such
firm has no other relationship to the Company. 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/she so desires and will be
available to respond to appropriate questions from shareholders.
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<PAGE>
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, 1998.
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 or proposal in accordance with their best judgment.
The Annual Report for the fiscal year ended December 31, 1997,
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
/s/ Kevin C. Cassidy
--------------------
Kevin C. Cassidy
Secretary
Trinitech Systems, Inc.
Stamford, Connecticut
April 30, 1998
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