SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
Filed by the Registrant /X/
Filed by a Party other than the Registrant o
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
TRINITECH SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Persons(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)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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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 SPECIAL MEETING OF SHAREHOLDERS
To be held October 21, 1999
To the Shareholders of TRINITECH SYSTEMS, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Trinitech Systems, Inc. (the "Company") will be held on October
21, 1999 at 10:00 A.M. local time, at Stamford Harbor Park, 333 Ludlow Street,
Stamford, CT 06902 for the following purposes:
1. To ratify and approve an amendment to the Company's
Certificate of Incorporation to change the name of the Company
from Trinitech Systems, Inc. to NYFIX, Inc.;
2. To ratify and approve an amendment to the Company's
Certificate of Incorporation to increase the number of
authorized shares of common stock, $.001 par value of the
Company (the "Common Stock") from 15,000,000 to 60,000,000 and
increase the number of authorized shares of preferred stock,
$1.00 par value of the Company (the "Preferred Stock") from
1,000,000 to 5,000,000; and
3. To transact such other business as may properly come before
the Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on September 14,
1999 as the record date for the Meeting. Only shareholders 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.
You are invited to attend the Meeting but your attendance is not
required. Whether or not you plan to attend the Meeting, the Board of Directors
urges you to complete, date, sign and return the enclosed proxy card in the
enclosed postage-paid envelope. The proxy is revocable by you at any time prior
to its exercise and will not affect your right to vote in person if you attend
the Meeting. The prompt return of the proxy card will be of assistance in
preparing for the Meeting and you cooperation will be appreciated.
<PAGE>
By Order of the Board of Directors.
Richard A. Castillo
Secretary
Stamford, Connecticut
September 17, 1999
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TRINITECH SYSTEMS, INC.
Stamford Harbor Park
333 Ludlow Street
Stamford, CT 06902
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PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 1999
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This Proxy Statement is furnished to shareholders 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 a Special Meeting of Shareholders to be held on October 21, 1999 at
10:00 A.M., Local 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 September 17, 1999.
As indicated in the Notice of Annual Meeting of the Shareholders, the
Meeting has been called to (1) ratify and approve an amendment to the Company's
Certificate of Incorporation to change the name of the Company from Trinitech
Systems, Inc. to NYFIX, Inc., (2) ratify and approve an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common stock from 15,000,000 to 60,000,000 and increase the number of
authorized shares of Preferred Stock from 1,000,000 to 5,000,000 and (3)
consider and act upon such other business as may properly come before the
Meeting or any adjournment thereof.
PROXIES AND VOTING RIGHTS
Shareholders of record at the close of business on September 14, 1999
(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
9,635,851 shares (the "Shares") of Common Stock, 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. The affirmative vote of the holders of a majority of the outstanding
Shares is required for the approval of the amendments to the Company's
Certificate of Incorporation to be considered at the Meeting.
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
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proxy, the Shares represented thereby will be voted (i) FOR the amendments to
the Company's Certificate of Incorporation and (ii) at the discretion of the
proxy holders on any other matters that may properly come before the Meeting.
The Board of Directors does not know of any matters to be considered at the
Meeting other than the aforementioned items.
An abstention or withholding authority to vote will be counted as
present for determining whether the quorum requirement is satisfied. With
respect to the required vote on a proposal, abstentions will be treated as
Shares present and entitled to vote, and for purposes of determining the outcome
of the vote on a proposal, will have the same effect as a vote against the
proposal. A broker "non-vote" occurs when a nominee holding Shares for a
beneficial holder does not have discretionary voting power and does not receive
voting instructions form the beneficial owner. Broker "non-votes" on a proposal
will not be treated as Shares present and entitled to vote on the proposal, but
will have the effect of a vote against such proposal.
All expenses in connection with the solicitation will be borne by the
Company. The Company has retained the services of ChaseMellon Shareholder
Services to assist in the solicitation of proxies, who will receive a fee from
the Company for services rendered of approximately $9,500, plus out-of-pocket
expenses. 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.
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.
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 each executive officer named in the Summary Compensation Table in
the Company's most recent Proxy Statement filed May 5, 1999 and, (iii) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each shareholder has sole voting power and sole dispositive power
with respect to the indicated Shares.
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<TABLE>
<CAPTION>
Percentage of
Name and Address of Beneficial Owner Shares Beneficially Owned Class (*)
------------------------------------ ------------------------- ---------
<S> <C> <C>
Peter Kilbinger Hansen 1,085,850 (1) 11.3%
333 Ludlow Street
Stamford, CT 06902
Jerome Belson 689,000 (2) 7.2%
495 Broadway 6th Floor
New York, NY 10012
Carl E. Warden 470,000 (3) 4.9%
1516 Country Club Drive
Los Altos, CA 94024
Lars Kragh 252,650 (4) 2.6%
333 Ludlow Street
Stamford, CT 06902
Craig M. Shumate 55,487 (5) **
29 Hilltop Road
Mendham, NJ 07945
Dr. John H. Chapman 0 **
6 Landmark Square
Stamford, CT 06901
Richard A. Castillo 10,000 (6) **
333 Ludlow Street
Stamford, CT 06902
All Executive Officers and Directors as 1,873,987 19.4%
a Group (6 persons)
</TABLE>
* Based upon 9,635,851 shares outstanding on September 14, 1999.
** 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 25,000 shares subject to warrants and
122,500 options to purchase the Company's Common Stock held by Mr.
Hansen which are exercisable within 60 days hereof.
(2) Includes 150,000 shares issuable upon exercise of warrants within 60
days hereof. Also includes (i) 112,000 shares held by the Jerome Belson
Foundation, (ii) 10,000 shares held by Matthew Belson, and (iii) 32,000
shares held by Maxine Belson, which shares may be deemed to be
beneficially owned by Mr. Belson.
(3) Includes 22,500 shares issuable upon exercise of warrants within 60
days hereof.
(4) Includes 40,000 shares issuable upon exercise of options within 60 days
hereof.
(5) Includes 22,500 shares issuable upon exercise of warrants within 60
days hereof. Also includes 4,600 shares held by Rachel Shumate which
may be deemed to be beneficially owned by Mr. Shumate.
(6) Consists of shares issuable upon exercise of options within 60 days
hereof.
<PAGE>
PROPOSAL NO. 1 - AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE COMPANY'S NAME
At the Meeting, you are being asked to approve an amendment to the
Company's Certificate of Incorporation that will change the Company's name from
Trinitech Systems, Inc. to NYFIX, Inc. In the judgment of the Board of
Directors, the change of corporate name better reflects the Company's core
business focus as a leading provider of real-time electronic trade entry and
routing systems to the global financial services industry through the use of its
NYFIX Network, which enables users to electronically communicate trade data. The
Company also believes the name change will enable the Company to better create
brand identity of its products utilizing the NYFIX Network. If the proposed name
change is adopted, the Company intends to use the name NYFIX, Inc. in its
communications with shareholders and the investment community.
If the amendment is adopted, shareholders will not be required to
exchange outstanding stock certificates for new certificates. If approved by the
shareholders, the amendment to the Certificate of Incorporation will become
effective upon the filing of a Certificate of Amendment to the Certificate of
Incorporation with the Secretary of State of the State of New York, which filing
is expected to take place shortly after the Meeting.
Approval of the amendment to the Company's Certificate of Incorporation
requires the affirmative vote of the holders of a majority of the outstanding
Shares, voting by proxy or in person, which are entitled to vote at the Meeting.
Unless otherwise specified, the persons designated in the proxy will vote the
Shares covered thereby at the Meeting FOR the approval of the Amendment.
Proposed Resolution
RESOLVED, that Article FIRST of the Certificate of
Incorporation be amended in its entirety to read as follows:
"FIRST: The name of the Corporation shall be NYFIX, Inc."
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote "FOR" the Amendment to the
Certificate of Incorporation to change the name of the Company to NYFIX, Inc.
PROPOSAL NO. 2 - AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON AND PREFERRED STOCK
At the Meeting, you are being asked to approve an amendment to the
Company's Certificate of Incorporation that will (i) increase the authorized
shares of the Company's Common Stock from 15,000,000 to 60,000,000 shares and
(ii) increase the authorized shares of the Company's Preferred
<PAGE>
Stock from 1,000,000 to 5,000,000 shares.
On August 31, 1999, the Board of Directors approved a 3-for-2 stock
split to be effected by means of a 50% stock dividend (the "Stock Split"),
subject to shareholder approval of the increase in the Company's authorized
capitalization. The Board of Directors of the Company believes the increase in
the authorized shares is necessary to permit the Company to effect the Stock
Split and provide the Company with the flexibility to act in the future with
respect to financing programs, acquisitions and other corporate purposes without
the delay and expense incidental to obtaining shareholder approval each time
such an opportunity may arise.
On September 14, 1999, the Company had 9,635,851 shares of Common Stock
issued and outstanding. Also on that date, the Company had 1,248,816 shares of
Common Stock subject to outstanding options under the Company's Amended and
Restated 1991 Incentive and Nonqualified Stock Option Plan, and an additional
253,250 shares of Common Stock subject to outstanding warrants. These numbers do
not take into account the effect of the Stock Split. After accounting for the
Stock Split, on a fully-diluted basis, approximately 16,706,876 shares will have
been issued or reserved for issuance. In addition, as of September 14, 1999 the
Company had 100,000 shares of Preferred Stock reserved for issuance in
connection with the Company's Shareholder Rights Plan.
The lack of authorized Common Stock and Preferred Stock available for
issuance unnecessarily limits the Company's ability to increase the number of
shares outstanding through future stock splits or stock dividends or pursue
opportunities for future financings, acquisitions, mergers and other
transactions. The Board of Directors believes that the increase in the
authorized shares of Common Stock and Preferred Stock is necessary to provide
the Company with the flexibility to pursue the types of opportunities described
above without added delay and expense.
The availability of authorized but unissued shares of Common Stock
might be deemed to have the effect of preventing or discouraging an attempt by
another person to obtain control of the Company, because the additional shares
could be issued by the Board of Directors, which could dilute the stock
ownership of such person. In addition, the Company's Certificate of
Incorporation authorizes the issuance of "blank check" Preferred Stock with the
designations, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without shareholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of our Common Stock. The issuance of
Preferred Stock could discourage, delay or prevent a change in control of the
Company and also may have the effect of discouraging a third party from making a
tender offer or otherwise attempting to obtain control of the Company even
though the transaction might be economically beneficial to the Company and its
shareholders. This proposal is not being proposed in response to a known effort
to acquire control of the Company.
The additional shares of Common Stock to be authorized by adoption of
the amendment to the Certificate of Incorporation would have rights identical to
the currently outstanding shares of
<PAGE>
Common Stock of the Company. Adoption of the proposed amendment to the
Certificate of Incorporation would not affect the rights of the holders of
currently outstanding shares of Common Stock.
If approved by the shareholders, the amendment to the Certificate of
Incorporation will become effective upon the filing of a Certificate of
Amendment to the Certificate of Incorporation with the Secretary of State of the
State of New York, which filing is expected to take place shortly after the
Meeting. Shares of Common Stock to be distributed in connection with the Stock
Split shall be distributed to shareholders of record on a record date to be
specified by the Company on the earliest practicable date following approval of
this Proposal 2 and the filing of the amendment to the Certificate of
Incorporation, with such shares of Common Stock to be distributed as promptly as
practicable thereafter.
Approval of the amendment to the Company's Certificate of Incorporation
requires the affirmative vote of the holders of a majority of the outstanding
Shares, voting by proxy or in person, which are entitled to vote at the Meeting.
Unless otherwise specified, the persons designated in the proxy will vote the
Shares covered thereby at the Meeting FOR the approval of the Amendment.
Proposed Resolution
RESOLVED, that Article THIRD of the Certificate of
Incorporation be amended in its entirety to read as follows:
"THIRD: The total number of shares that may
be issued by the corporation is sixty
million (60,000,000) shares of common
stock, all of which shall have a par value
of $.001, and five million (5,000,000)
shares of preferred stock, all of which
shall have a par value of $1.00;
stockholders shall have no preemptive
rights to subscribe for shares or other
securities of the Corporation. Each share
of common stock of the Corporation shall
have one vote for all corporate purposes
with no cumulative voting rights. Each
share of preferred stock shall have such
designations, privileges, preferences, and
voting powers as shall be determined by the
Board of Directors of the Corporation."
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote "FOR" the Amendment to the
Certificate of Incorporation to increase the authorized capitalization of the
Company.
<PAGE>
SHAREHOLDER 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 no later than December 15, 1999.
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 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.
By Order of the Board of Directors
Richard A. Castillo
Secretary
Trinitech Systems, Inc.
Stamford, Connecticut
September 17, 1999
<PAGE>
TRINITECH SYSTEMS, INC.
-PROXY-
SPECIAL MEETING OF STOCKHOLDERS
October 21, 1999
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 Special Meeting of
Stockholders of the Company, to be held at Stamford Harbor Park, 333 Ludlow
Street, Stamford, Connecticut 06902, at 10:00 A.M. Local Time, on October 21,
1999, and all adjournments thereof, upon the following matters:
1. Approval of the amendment of the Certificate of Incorporation
to change the Company's name from Trinitech Systems, Inc. to
NYFIX, Inc.
/ / FOR / / AGAINST / /ABSTAIN
2. Approval of the amendment of the Certificate of Incorporation
to increase the number of authorized shares of common stock,
$.001 par value of the Company from 15,000,000 to 60,000,000
and increase the number of authorized shares of preferred
stock, $1.00 par value of the Company from 1,000,000 to
5,000,000.
/ / FOR / / AGAINST / /ABSTAIN
3. In their discretion, such other business as may properly come
before the Meeting and any and all adjournments thereof.
This proxy is solicited on behalf of the management. The shares of common stock
represented by this Proxy will be voted in accordance with the foregoing
instructions. In the absence of any instructions, such shares will be voted for
the proposals in Items 1 and 2.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement of the Company, each dated September 17,
1999. The undersigned hereby revokes an proxy to vote shares of common stock of
the Company heretofore given by the undersigned.
Dated:__________________, 1999
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(Signature of Shareholder)
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Please sign as name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. Joint
tenants should both sign.
