<PAGE> 1
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 14a-12
TRANS-INDUSTRIES, INC
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
<PAGE> 2
TRANS-INDUSTRIES, INC
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
____________________
To the Stockholders of
TRANS-INDUSTRIES, INC.
Notice is hereby given that the Annual Meeting of Stockholders of
Trans-Industries, Inc. will be held at the Northfield Hilton, 5500 Crooks Rd.,
Troy, Michigan, on May 22, 1996 at 11:00 a.m., for the following purposes:
1. To elect four directors;
2. To consider and vote upon a proposal to adopt the Trans-Industries,
Inc. 1996 Stock Option Plan;
3. To ratify the appointment of Grant Thornton LLP as independent auditor
for the Company for the fiscal year ending December 31, 1996; and
4. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 31, 1996
as the record date for the determination of stockholders of the Company
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors,
Robert J. Ruben
Secretary
Dated: Rochester Hills, Michigan
April 15, 1996
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE URGED TO SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ENCLOSED ENVELOPE.
1
<PAGE> 3
TRANS-INDUSTRIES, INC.
2637 ADAMS ROAD
ROCHESTER HILLS, MICHIGAN 48309
APRIL 15, 1996
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 1996
This Proxy Statement is furnished in connection with the solicitation on
behalf of the management of Trans-Industries, Inc. (the "Company"), a Delaware
corporation, of proxies for the Annual Meeting of its Stockholders to be held
on May 22, 1996 for the purpose of considering and acting upon the matters
specified in the notice of Annual Meeting of its Stockholders accompanying this
Proxy Statement.
This Proxy Statement and the accompanying form of proxy are being mailed
to stockholders on or about April 15, 1996.
PROXY SOLICITATION
All proxies in the enclosed form which are properly executed and returned
to the Company will be voted at the Annual Meeting, and any adjournments
thereof, in accordance with any directions thereon, or, if no directions are
made, will be voted FOR approval of proposals 1,2, and 3 set forth in the
notice of Annual meeting. Stockholders who execute proxies may revoke them at
any time before they are voted. The enclosed proxy is revocable by a
stockholder at any time prior to the exercise thereof by submitting written
notice of revocation or subsequently executed proxy to the Secretary of the
Company. Signing and mailing the proxy will not affect a stockholder's right
to give a later proxy. If a stockholder executing a proxy attends the meeting
and votes in person, the proxy will not be used. As of the close of business
on March 31, 1996, the record date, the Company had outstanding 3,077,000
shares of Common Stock. Each such share is entitled to one vote with respect
to each matter to be voted on at the meeting.
The only persons known by the Company to own of record or beneficially
more than 5% of the outstanding shares of the Company's Common Stock are those
listed under the heading "Principal Stockholders" below.
PRINCIPAL STOCKHOLDERS
Set forth below is information respecting persons who, to the knowledge of
the Company, owned beneficially more than 5% of the Company's outstanding
shares of Common Stock as of February 29, 1996, as well as the amount and
percentage of the Company's outstanding shares owned beneficially by all
directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Shares of Common Stock Percentage of Common Stock
of Beneficial Owner Beneficially Owned Owned as of February 29, 1996
------------------- ---------------------- -----------------------------
<S> <C> <C>
Dale S. Coenen
8 Sound Shore Dr.
Greenwich, CT 06836 ................................... 593,277 19.3%
Duncan Miller
8 Sound Shore Dr.
Greenwich, CT 06836 ................................... 500,938 16.3%
Ronald C. Lamparter
575 Robbins Dr.
Troy, MI 48083 ........................................ 200,200 6.5%
Steven T. Newby
6116 Executive Ave., Suite 701
Rockville, MD 20852 ................................... 292,135 9.5%
Trans-Industries, Inc. Profit Sharing Plan
2637 Adams Road
Rochester Hills, MI 48309 ............................. 327,208 10.6%
All directors and officers as a group
(10 persons) ........................................... 1,295,290 42.1%
</TABLE>
2
<PAGE> 4
I ELECTION OF DIRECTORS
At the meeting, four directors are to be elected to hold office until the
next annual meeting and until their successors have been elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to vote
for the re-election as directors of the persons named in the table below. In
case any such nominee should become unavailable for any reason, which the
management has no reason to anticipate, the proxy holders reserve the right to
substitute another person of their choice in his place. All nominees named in
the table below are now directors of the Company and were elected by the
stockholders at the annual meeting in 1995. The information concerning the
nominees and their security holdings has been furnished by them to the Company.
<TABLE>
<CAPTION>
Shares of
Common Stock
Principal Occupation and Beneficially Percent
Name of Organization Director Owned as of of
Name and Age in Which Carried On Since February 29, 1996 Class
- -------------- -------------------- -------- ----------------- -------
<S> <C> <C> <C> <C>
Dale S. Coenen (67) ............. Chairman of the Board and 1967 593,277 19.3%
President of the Company
Duncan Miller (71) .............. Private Investor 1967 500,938 16.3%
Gerald J. Murphy (78) .......... Private Investor 1971 111,156 3.6%
Matthew Wirgau (44) ........... President, 1992 1,325 -----
Johnson Johnson & Roy, Inc.
</TABLE>
Each of the nominees has been engaged in the principal occupation set
forth above for more than the past five years, with the exception of Mr.
Wirgau. Prior to joining Johnson Johnson & Roy, Inc., Mr. Wirgau was Senior
Vice President of The Farbman Group from 1991 to 1994. Mr. Miller is a
director of the following public corporation: W.R. Berkley Corp.
In addition to various informal conferences and meetings, the Board of
Directors held four regular meetings during 1995. All directors attended all
of such meetings. The directors received the following fees: Dale S. Coenen
$25,000, Duncan Miller $25,000, Gerald Murphy $25,000, and Matthew Wirgau
$25,000. The Company has an Executive Committee of the Board of Directors,
which held four meetings during the 1995 fiscal year. The members of the
Executive Committee are Dale S. Coenen and Duncan Miller.
The Company has an Audit Committee of the Board of Directors, consisting
entirely of directors, three of whom are not officers or employees of the
Company. Its members are Dale S. Coenen, Duncan Miller, Gerald Murphy and
Matthew Wirgau. The Audit Committee held four meetings during the 1995 fiscal
year. It reviews the scope and results of the independent accountants'
examination and related fees, company management letters, and internal audit
activity of the Company and other pertinent auditing and internal control
matters. The Company does not have nominating or compensation committees.
The Board of Directors recommends the election of the nominees listed
above. The affirmative vote of a majority of the shares of the Common Stock
represented at the meeting is required for election.
3
<PAGE> 5
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
services in all capacities to the Company and its subsidiaries for the years
ended December 31, 1995, 1994 and 1993 of those persons who were, at December
31, 1995, (i) the Chief Executive Officer and (ii) the next four most highly
compensated executive officers of the Company and its subsidiaries (the "named
officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Other Annual All Other
Name and Principal Salary Bonus Compensation Compensation
Position Year ($)(3) ($)(1)(3) ($)(3) ($)(2)(3)
- ----------------------- ---- ------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Dale S. Coenen 1995 $251,511 $ -0- $25,000 $ -0-
Chairman of the Board 1994 241,813 -0- 25,000 -0-
and President of 1993 230,125 10,000 25,000 -0-
Trans-Industries, Inc.
Jessie D. Swinea, Jr. 1995 117,543 -0- -0- 600
President of 1994 113,593 -0- -0- 600
Vultron, Inc. 1993 106,490 5,000 -0- 600
O.K. Dealey, Jr. 1995 106,889 -0- -0- 1,603
President of 1994 101,968 -0- -0- 1,530
Transmatic, Inc. 1993 100,322 -0- -0- 1,505
Kenneth Cook 1995 98,506 -0- -0- 1,478
Vice President of 1994 95,658 -0- -0- 1,435
Vultron, Inc. 1993 93,755 3,000 -0- 1,406
Delmer G. Fields 1995 82,618 31,590 -0- 450
President of 1994 79,693 -0- -0- 450
Transign, Inc. 1993 78,826 7,550 -0- 1,182
</TABLE>
(1) The bonuses reported in the table are indicated for the year paid, not
necessarily the year earned.
(2)"All Other Compensation" consists of discretionary contributions to the
Company's Defined Contribution Plan and Company matching contributions to the
401(k) Plan.
(3)The incremental cost to the Company and its subsidiaries of providing
incidental personal benefits to executive officers of the Company did not, for
the 1995 fiscal year, exceed 10% of the total of annual salary and bonus for
any individual named in the Summary Compensation Table.
The Company does not know of any transactions in which the amount involved
exceeds $60,000 and in which any director, officer, or any security holder who
is known to the Company to own of record or beneficially more than five percent
of the Company's voting securities, or any immediate family member of any such
persons was involved.
4
<PAGE> 6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a Compensation Committee. Recommendations as to
compensation are made by the Executive Committee of the Board of Directors
consisting of Mr. Dale Coenen and Mr. Duncan Miller. Decisions as to
compensation are made by the whole Board, except that Mr. Coenen does not
participate in any recommendations or decisions concerning his own compensation.
No member of the Board, other than Mr. Coenen, is an officer or employee of the
Company or any of its subsidiaries.
FACTORS CONSIDERED IN DETERMINING EXECUTIVE COMPENSATION
Compensation levels of all salary positions are reviewed periodically by
outside consultants and compared with positions of similar scope and
responsibility with those among a peer group of companies. In determining
compensation payable to the CEO, the Board (exclusive of Mr. Coenen), took into
account such compensation levels and the operating position of the Company.
With respect to the other "named officers", the Board considered the
performance of the respective subsidiary in which the executive served
(including sales, earnings, and return on assets), levels of compensation paid
to comparable executives, responsibilities involved, and the need for adequate
incentives to improve future performance.
PROFIT SHARING PLAN
A Defined Contribution Plan was adopted by the Company in 1977, and is
nondiscriminatory, portable, clifftype vesting, and completely Company financed
for all full time employees of Trans-Industries, Inc. and its subsidiaries with
one year or more of service. Contributions are established annually by action
of the Board of Directors based on profits, cash flow, and other pertinent
factors. For 1995, there was a $200,000 contribution made to the Plan.
Distribution of accounts is made upon termination of employment. Due to the
variable circumstances surrounding the Company's decision to contribute to the
Plan in any given year, the Company has determined that it is not feasible to
project estimated annual benefits payable upon retirement at normal retirement
age for each of the "named officers."
Incorporated into the Defined Contribution Plan is a 401(k) feature,
whereby the Company matches the employee's deferrals at a rate of 25 percent.
The Company's contributions to the 401(k) plan amounted to $27,000 for 1995.
The Company currently has no stock option plans, grants of stock
appreciation rights, or long term incentive plan awards, but a proposal to
adopt a stock option plan will be voted on at the meeting.
5
<PAGE> 7
SHAREOWNER RETURN PERFORMANCE PRESENTATION
The graph below compares the cumulative total stockholder return on the
Company's Common Stock to the cumulative total return of a broad index of the
NASDAQ Market and an index of non-financial stocks for the period December 31,
1990 through December 31, 1995.
FIVE YEAR CUMULATIVE TOTAL RETURN
TRANS-INDUSTRIES, INC., NASDAQ MARKET INDEX (US COMPANIES)
AND NASDAQ NON-FINANCIAL STOCKS INDEX
[GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Ending 12/31 1990 1991 1992 1993 1994 1995
- ----------------------------------------------------------
NASDAQ Index 100 161 187 214 210 297
Non-Financial Index 100 161 176 203 195 268
Trans-Industries, Inc. 100 115 108 77 77 185
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER 31, 1990.
TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
6
<PAGE> 8
II PROPOSAL TO ADOPT THE TRANS-INDUSTRIES, INC.
1996 STOCK OPTION PLAN
INTRODUCTION
The Board of Directors has adopted the 1996 Trans-Industries Stock Option Plan
(the "Plan") for officers, directors and key employees of the Company and its
subsidiaries, subject to approval of the Plan by the stockholders of the
Company. The Plan, the text of which is included as Exhibit A to this Proxy
Statement, will become effective only upon such approval.
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and retain the best available personnel
for positions of responsibility and to provide additional incentives to certain
individuals including directors, officers and key employees of the Company and
its subsidiaries in order to stimulate their efforts on behalf of the Company
and promote its future success. The Board of Directors believes that stock
options and other stock-based awards will encourage such individuals to acquire
a proprietary interest in the Company and more closely identify their interests
with those of the stockholders.
No options will be granted under the Plan unless and until it is approved by
the stockholders. If approved, it is the intention of the Company to file a
registration statement on Form S-8 covering the shares issuable under the Plan.
When such registration becomes effective, all such shares will be, upon
issuance, eligible for resale on the public market.
It is anticipated that approximately 20 selected key employees of the Company
and its subsidiaries will be eligible to participate in the Plan.
DESCRIPTION OF THE PLAN
The following description of the Plan is a summary, and is qualified in its
entirety by the full text of the Plan which is included as Exhibit A to this
Proxy Statement.
ADMINISTRATION OF THE PLAN
The Plan will be administered by an option committee (the "Committee")
appointed by the Board of Directors, consisting of at least two outside
directors who are ineligible to participate in the Plan. The Committee will
have authority, subject to Board resolutions and the provisions of the Plan, to
determine the persons to whom awards will be granted, the number, type and
terms of the awards, including vesting, and to interpret the Plan.
STOCK OPTIONS
The Plan permits the granting of (i) options which qualify as incentive stock
options ("Incentive Stock Options") under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"); (ii) options which do not so qualify
("Non-Qualified Stock Options"); and (iii) stock appreciation rights ("SARs").
The total number of shares of Common Stock with respect to which awards may be
granted under the Plan is 200,000 shares, subject to adjustment for stock
dividends, stock splits, mergers, recapitalizations and similar events.
7
<PAGE> 9
The option exercise price of each option and the base for calculation of
appreciation of each SAR will be not less than the fair market value of the
Common Stock at the time of the grant.
The closing price of the Company's Common Stock on March 22, 1996 as reported
by NASDAQ was $4.50 per share.
Upon exercise, the option purchase price may be paid in cash or in shares of
Common Stock already owned by the optionee.
The term of each option will be fixed by the Committee and may not exceed ten
(10) years from the date of grant in the case of an Incentive Stock Option.
The Committee may make options exercisable in installments and may accelerate
exercisability. Except as specifically provided in the Plan or by the
Committee, options will be exercisable only while the optionee is an employee
or director of the company or a subsidiary. However, an option may be
exercisable within three months after termination of service by reason of
retirement with the consent of the Board, or within one year after termination
by disability or death.
Certain additional requirements apply to Incentive Stock Options, including a
$100,000 per year limitation on the fair market value of shares subject to such
options which first become exercisable by an optionee in any one year, and, in
the case of a more than 10% stockholder, a maximum five (5) year term and an
exercise price of at least 110% of fair market value.
STOCK APPRECIATION RIGHTS
The Committee may also grant an option together with an SAR, in which case, the
optionee may either exercise the option and receive Common Stock or surrender
the option and receive in cash the difference between the exercise price of the
option and the fair market value of the underlying stock at the time the SAR is
exercised. The Committee may also award an SAR not accompanied by an option,
in which case the recipient shall only be entitled to such difference.
AMENDMENTS AND TERMINATION
The Board of Directors may at any time amend or terminate the Plan. However,
the Board may not, with respect to Incentive Stock Options, without approval
by the holders of a majority of the voting securities of the Company, present
or represented and entitled to vote at a meeting, increase the maximum number
of shares subject to options under the Plan or make certain other changes. No
such action may be taken without the consent of an optionee if it adversely
affects the rights of such individual under such option.
FEDERAL TAX ASPECTS OF THE PLAN
Summarized below are the principle Federal income tax consequences of
transactions under the Plan. This summary does not include all federal tax
consequences, nor does it cover state or local tax matters.
INCENTIVE STOCK OPTIONS
There are no tax consequences to an optionee when an Incentive Stock Option is
granted or exercised. If the employee does not dispose of the stock within two
years from the date of grant or within one year after the date of exercise,
then (i) any amount realized in excess of the exercise price will be taxed as
long-term capital gain and any loss will be a long-term capital loss; and (ii)
the company will receive no deduction. The exercise of an Incentive Stock
Option will produce an item of tax preference and may result in alternative
minimum tax liability for the optionee.
8
<PAGE> 10
If the optionee disposes of stock acquired upon exercise of the option prior to
the expiration of the two year and one year periods referred to above, the
optionee will realize ordinary income in an amount equal to the excess (if any)
of the fair market value of the stock at the date of exercise (or, if less, the
net proceeds of sale) over the option price, and the company will be entitled
to an equivalent deduction. Special rules govern where all or part of the
exercise price is paid by tendering common stock.
If an Incentive Stock Option is exercised when it no longer qualifies for the
above tax treatment it is treated as a Non-Qualified Stock Option.
NON-QUALIFIED STOCK OPTION
In the case of a Non-Qualified Stock Option, no income is realized by the
optionee when the option is granted. Upon exercise, the optionee realizes
ordinary income in an amount equal to the excess of the fair market value of
the shares on the date of exercise over the option price, and the Company
receives an equivalent tax deduction. When the optionee disposes of the shares
acquired upon exercise, any gain or loss after the date of exercise is treated
either as long-term or short-term capital gain or loss depending on the length
of time the shares have been held.
STOCK APPRECIATION RIGHTS
The recipient of an SAR will be taxed at ordinary income rates on the amount
received upon exercise, and the Company will generally be entitled to a
deduction in an equivalent amount.
REQUIRED VOTE
The affirmative votes of the holders of a majority of the Common Stock present
or represented and entitled to vote at the meeting is required for approval and
effectiveness of the Plan. The Board of Directors recommends a vote For the
proposal.
9
<PAGE> 11
III INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Southfield, Michigan acted as the Company's
independent certified public accountants for the years 1995 and 1994. Prior
thereto, KPMG Peat Marwick, LLP, Detroit, Michigan, acted as the Company's
independent public accountants. As stated in the notice of the meeting, it
will be proposed that the stockholders ratify the appointment of Grant Thornton
LLP as auditor for the Company for the fiscal year ending December 31, 1996.
A representative of Grant Thornton LLP is expected to be present at the meeting
and will have an opportunity to make a statement if he so desires. He will
also be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any proposals by stockholders of the Company intended to be included in
the Company's proxy statement and form of proxy relating to the Company's next
annual meeting of stockholders must be in writing and received by the Company
at its office at 2637 Adams Rd., Rochester Hills, Michigan 48309 no later than
December 22, 1996.
GENERAL
The management does not know of any matters other than the foregoing which
will be presented for consideration at the meeting. However, if other matters
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote thereon in accordance with their judgment.
The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services.
The Company will provide any stockholder of record at the close of
business on March 31, 1996, without charge, upon written request to its
Secretary at 2637 Adams Rd., Rochester Hills, Michigan 48309, a copy of the
Company's Annual Report and Form 10-K for the fiscal year ended December 31,
1995.
In order to assure a quorum, whether or not you plan to attend the
meeting, you are urged to forward your proxy without delay. If you do attend
the meeting and vote, your proxy will not be used. A prompt response will aid
management in preparing for the Annual Meeting and, accordingly, will be
greatly appreciated.
By Order of the Board of Directors,
Robert J. Ruben
Secretary
April 15, 1996
10
<PAGE> 12
EXHIBIT A
TRANS-INDUSTRIES, INC.
1996 STOCK OPTION PLAN
1. Purpose of the Plan. This stock option plan (the "Plan") provides
for the grant of stock options by Trans-Industries, Inc., a Delaware
corporation (the "Company"). The purpose of the Plan is to attract and
retain the best available personnel for positions of responsibility and to
provide additional incentives to certain individuals, including directors,
officers, and key employees of the Company, and any Parent or Subsidiary (as
defined in paragraph 4 hereof) of the Company ("Eligible Individuals"), in
order to stimulate their efforts in behalf of the Company and promote its
success.
So that the maximum incentive may be provided to particular Eligible
Individuals participating in the Plan, the Plan provides for the granting of
Incentive Stock Options ("Incentive Stock Options") within the meaning of
Section 422A (b) of the Internal Revenue Code of 1986, as amended, and any
successor Code (the "Code"); for the granting of non-qualified stock options
("Non-Qualified Stock Options"), which are options that do not qualify as
Incentive Stock Options; and for the granting of stock appreciation rights
("SARs").
2. Stock Subject to the Plan. There will be reserved for issuance upon
the exercise of options and SARs to be granted under the Plan an aggregate of
200,000 shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), subject to adjustment pursuant to paragraph 12 hereof. Such
shares may be, in whole or in part, authorized but unissued shares of Common
Stock or issued shares of Common Stock which shall have been reacquired by the
Company. If any option granted under the Plan shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares
subject thereto shall again be available for purposes of the Plan.
3. Administration of the Plan.
A. The Plan shall be administered by an option committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
and consisting of at least two members of the Board, each of whom shall be
(and, within the 12-month period immediately preceding his appointment as a
member of the Committee shall have been) ineligible to participate in the Plan
and otherwise qualifies as a "disinterested person" within the meaning of Rule
16b-3 of the Securities Exchange Act of 1934 (the "Act").
B. Subject to the express provisions of the Plan, or to resolutions
adopted by the Board, the Committee shall have full and final authority, in
its discretion, to determine (and, subject to paragraph 13 hereof, to alter)
the terms of all options and SAR's granted under the Plan (which need not be
identical), including, without limitation, (a) the purchase price of the shares
covered by each option, (b) the individuals to whom, and the time or times at
which, options shall be granted, (c) the number of shares to be subject to each
option, (d) whether an option shall be an Incentive Stock Option or a
Non-Qualified Stock Option, (e) when an option can be exercised and whether in
whole or in installments, (f) whether the exercisability of the options is
subject to a risk of forfeiture or other condition, (g) whether the stock
issued upon exercise of an option is subject to repurchase by the Company, and
(h) whether an SAR will be granted together with an option or independently.
The Committee may at any time accelerate the exercisability of all or any
portion of any option or SAR, and may determine a vesting schedule. With
respect to each Non-Qualified Stock Option, the Committee shall determine terms
that shall prevent such
A-1
<PAGE> 13
option from being an Incentive Stock Option. In making such determinations,
the Committee may take into account the nature of the services rendered by the
respective individuals, their present and potential contributions to the
Company's success and such other factors as the Committee in its sole
discretion shall deem relevant.
C. Subject to the express provisions of the Plan, and to resolutions
adopted by the Board, the Committee shall have authority to interpret the Plan,
to prescribe, amend and rescind the rules and regulations relating to it and to
make all other determinations deemed necessary or advisable for the
administration of the Plan, and shall have and may exercise such other powers
and authority as may be delegated to it by the Board from time to time.
D. The Board may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed, may fill
vacancies in the Committee and may discharge the Committee. The Committee shall
select one of its members as chairman and shall hold its meetings at such times
and places as it shall deem advisable. A majority of the entire Committee shall
constitute a quorum, and the action of a majority of the Committee members
present at any meeting at which a quorum is present shall be the action of the
Committee. Any determination reduced to writing and signed by a majority of
the members shall be fully as effective as if it had been made by a majority
vote at a meeting duly called and held.
4. Eligibility. Options may be granted only to Eligible Individuals. A
director of the Company or of any parent, as defined in section 425(e) of the
Code, of the Company ("Parent"), or subsidiary , as defined in section 425(f)
of the Code, of the Company ("Subsidiary") who is not also an employee of the
Company or any Parent or Subsidiary will not be an Eligible Individual for
purposes of any Incentive Stock Option under the Plan. No Incentive Stock
Option shall be granted to any person who, at the time the option is granted,
owns (or is considered as owning within the meaning of section 425(d) of the
Code) stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any Parent or Subsidiary, unless at the
time the option is granted the option price is at least 110% of the fair
market value of the Common Stock subject to the option and the option by its
terms is not exercisable after the expiration of five years from the date it is
granted. Options may be granted to Eligible Individuals who hold or have held
options under previous plans. An Eligible Individual who has been granted an
option may be granted further options.
5. Option Price.
A. The purchase price of the Common Stock under each option shall not be
less than the Fair Market Value thereof (as hereinafter defined), on the date
of grant of the option.
B. "Fair Market Value" on any given day shall mean the closing price per
share of the Common Stock on such date as reported by a nationally recognized
stock exchange, or, if the Common Stock is not listed on such an exchange, as
reported by NASDAQ, or if the Common Stock is not quoted on NASDAQ or is not
traded, the fair market value of the Common Stock as determined by the
Committee.
C. No option may be granted at a price per share which is less than the
par value of the Common Stock.
6. Term of Options. The term of each option shall be for such period
as the Committee shall determine, but not more than 10 years from the date of
grant in the case of each Incentive Stock Option, not more than 122 months
from the date of grant in the case of each Non-Qualified Stock Option, not more
than 5 years from the date of grant of a Separate SAR (hereinafter defined), or
such shorter period
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<PAGE> 14
as is prescribed in paragraphs 4 and 9 hereof.
7. Exercise of Options.
A. Options granted hereunder shall be exercisable at such time or times,
whether or not in installments, as shall be determined by the Committee at or
after the grant date. The Committee may at any time accelerate the
exercisability of all or any portion of any option.
B. To the extent required for "incentive stock option" treatment under
Code Section 422, the aggregate Fair Market Value (determined at the time of
grant) of the stock with respect to which Incentive Stock Options granted under
this Plan and any other plan of the Company or its subsidiaries become
exercisable for the first time by an optionee during any calendar year shall
not exceed $100,000.
C. The Committee shall be authorized to establish the procedure for the
exercise of an option, provided that the Company shall not be required to
deliver certificates for shares with respect to which an option is exercised
until the purchase price of such shares shall have been paid in full. Payment
for all shares purchased by the exercise of an option shall be made in cash or
in whole shares of Common Stock already owned by the holder of the option or,
if approved by the Committee, partly in cash and partly in such Common Stock.
D. An option shall be exercised by written notice to the Company. Such
notice shall state that the holder of the option elects to exercise that
option, the number of shares in respect of which it is being exercised and the
manner of payment for such shares. Cash payments shall be made by certified
or bank cashier's check or by the wire transfer of immediately available funds,
in each case payable to the order of the Company. Common Stock payments shall
be made by delivery of stock certificates in negotiable form. The value of
such Common Stock payments shall not be less than the Fair Market Value of the
Common Stock on the date of exercise. Except as provided in paragraph 9
hereof, no option held by a director of the Company may be exercised unless the
holder thereof is then a director of the Company, and no option held by an
employee may be exercised unless the holder thereof is then an employee of the
Company or of any Parent or Subsidiary of the Company. The holder of an option
shall have none of the rights of a stockholder with respect to the shares
subject to the option until such shares shall be transferred to the holder upon
the exercise of the option.
8. Holding Period of Shares Acquired Under Incentive Stock Options. In
order for an option to be treated as an Incentive Stock Option under the Code,
the Common Stock acquired upon exercise of such option must not be disposed of
until a date which is at least two years after the date such option was granted
and one year after the date such Common Stock was acquired by such holder.
Without written notice, delivered by hand or mailed by prepaid registered or
certified mail, addressed to the Secretary of the Committee at the Company's
principal office, no holder may dispose of Common Stock acquired pursuant to
the exercise of an Incentive Stock Option within the two or one year period
discussed above.
9. Termination of Service. Except as specifically provided below or
specifically provided by the Committee, an option held by a director shall be
exercisable only if the holder has maintained continuous status as a director
and an option held by an employee shall be exercisable only if the holder has
maintained continuous status as an employee since the date of grant of such
option, and no option shall be exercisable after termination of a holder's
membership on the Board or employment with the Company or a Parent or
Subsidiary unless such termination occurs by reason of retirement with the
consent of the Board, or death or disability (as defined in section 22(e) (3)
of the Code). Unless otherwise specifically provided by the Committee, in the
event of termination of service by retirement with the consent of the
A-3
<PAGE> 15
Board, or disability, the options held by such individual which were otherwise
exercisable on the date of such holder's termination shall expire unless
exercised by such individual within a period of three months after the date of
termination by retirement, or one year after the date of termination by
disability. In the case of the death of a holder while employed by the Company
or within three months of termination of service by retirement, such holder's
options may be exercised by the holder's heirs, legatees or personal
representatives within a period of one year after the date of termination. In
the event of the death of a holder of an option within one year after the
termination of such holder's employment due to such holder's disability, such
option may be exercised, to the same extent and during the same period such
option would otherwise have been exercisable by such holder at the time of such
holder's death, by such holder's heirs, legatees or personal representatives.
Options granted under the Plan shall not be affected by any change of
employment so long as the holder continues to be an employee of the Company or
of a Parent or Subsidiary. In the case of an approved leave of absence, the
Committee may, if it determines that to do so would be in the best interests of
the Company, provide in a specific case for continuation to be on such terms
and conditions as the Committee determines to be appropriate. In no event,
however, shall any Incentive Stock Option be exercisable after 10 years from
the date it was granted, nor shall any Non-Qualified Option be exercisable
after 122 months from the date it was granted. Nothing in the Plan or in any
option granted pursuant to the Plan shall (a) confer or be deemed to confer on
any individual any right to continue on the Board or in the employ of the
Company or any Parent or Subsidiary; or (b) interfere in any way with the right
of the Company or any Parent or Subsidiary to terminate an individual's
membership on the Board or employment at any time, notwithstanding the
possibility that the number of shares purchasable by a director or an employee
under his or her option may thereby be reduced or eliminated. For purposes of
the Plan and the options granted thereunder, the Committee's determination that
an individual's membership on the Board or employment has terminated and the
date thereof shall be final and conclusive on all persons affected thereby.
10. Stock Appreciation Rights.
A. The Committee in its sole discretion may grant an option together
with an SAR ("Tandem SAR"), or may grant an SAR which is not in combination
with an option ("Separate SAR"). In the case of a grant of a Tandem SAR, the
recipient may either ( i ) exercise the option and receive Common Stock or ( ii
) surrender the option and receive in cash or other property, in the sole
discretion of the Committee, the difference between the exercise price of the
underlying option and the Fair Market Value of the Common Stock subject to the
underlying option at the time the SAR is exercised.
B. Each Tandem SAR shall be exercisable only at the same time and to the
same extent, in the same manner and by the same person, that the related option
is exercisable, and in no event after the termination or exercise of the
related option. Upon the exercise of a Tandem SAR, the underlying option
shall terminate to the extent of the shares with respect to which the Tandem
SAR is exercised, and such shares shall again be available for issuance
pursuant to the Plan.
C. Where Separate SAR's are granted, the recipient shall not be issued
any shares of Common Stock, but shall be entitled, upon exercise of each such
SAR, to receive in cash or other property in the sole discretion of the
Committee, the difference between the Fair Market Value of a share of Common
Stock on the date of grant of such SAR and the Fair Market Value of a share of
Common Stock on the date of exercise of such SAR. The conditions and
restrictions applicable to the grant, vesting, or exercise of a Separate SAR
shall be determined by the Committee in its sole discretion. All Separate
SAR's shall be subject to the provisions of this Plan, including but not
limited to those relating to administration, eligibility, price, exercise,
transferability, termination of service, and adjustment.
11. Nonassignability. Options shall not be transferable other than by
will or by the laws of
A-4
<PAGE> 16
descent and distribution, and during a holder's lifetime shall be exercisable
only by such holder.
12. Adjustments Upon Changes in Capitalization.
A. If the Company's outstanding Common Stock is hereafter changed by
reason of reorganization, merger, consolidation, recapitalization, stock
split-up, combination, or exchange of shares or the like, or the Company
declares and pays a stock dividend, an appropriate adjustment shall be made by
the Board upon recommendation of the Committee in the aggregate number of
shares available under the Plan and in the number of shares and price per share
subject to outstanding options or Separate SAR's.
B. If the Company shall be reorganized, consolidated, or merged with
another corporation, or if all or substantially all of the assets of the
Company shall be sold or exchanged, the holder of an option or the recipient of
an SAR shall, after the occurrence of such a corporate event, be entitled to
receive upon the exercise of such holder's option or SAR the same number and
kind of shares of stock or the same amount of property, cash, or securities as
such holder would have been entitled to receive upon the happening of any such
corporate event as if such holder had exercised such option or Separate SAR and
had been, immediately prior to such event, the holder of the number of shares
covered by such option or underlying such SAR. All adjustments made pursuant
to this paragraph to the terms or conditions of an Incentive Stock Option
shall be subject to the requirements of section 425 of the Code.
Any adjustment in the number of shares shall apply proportionately to only
the unexercised portion of any option or SAR granted hereunder. If fractions
of a share would result from any such adjustment, the adjustment shall be
revised to the next higher whole number of shares.
13. Amendment, Modification and Termination. Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan shall
terminate on, and no option shall be granted after, 10 years after the date of
approval of the Plan by the Company's stockholders. The Board may at any time
prior to such date terminate the Plan, and the Board may at any time also
modify or amend the Plan in such respects as it shall deem advisable; provided,
however, that the Board may not, with respect to Incentive Stock Options,
without approval of the holders of a majority of the voting securities of the
Company present, or represented, and entitled to vote at a meeting (i)
increase (except as provided in paragraph 12 hereof) the maximum number of
shares as to which options may be granted under the Plan, (ii) change the
class of employees eligible to receive options, (iii) change the manner of
determining the minimum option prices other than to change the manner of
determining the Fair Market Value of the Common Stock as set forth in paragraph
5 hereof, or (iv) extend the period during which the options may be granted
or exercised. No termination, modification or amendment of the Plan may,
without the consent of the individual to whom any option shall theretofore have
been granted, adversely affect the rights of such individual under such option.
Any option outstanding at the time of the termination of the Plan shall remain
outstanding until it is either exercised in full, expires by lapse of time, or
terminates pursuant to paragraph 9 hereof.
14. Time of Granting Options. The date of grant of an option under the
Plan, shall, for all purposes, be the date specified in such grant, no such
date being prior to the approval of the Plan by the stockholders of the
Company. Notice shall be given to each individual to whom an option has been
granted within a reasonable time after the date of such grant.
15. Government and Other Regulations. The obligation of the Company to
sell and deliver shares under options granted under the Plan shall be subject
to (i) all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including, without limitation, the
effectiveness of a registration statement under the Securities Act of 1993, and
(ii) the requirements
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<PAGE> 17
of any stock exchange upon which the Common Stock may then be listed. At the
time of the grant or exercise of any option, the Company may, if it is deemed
necessary or desirable for any reason connected with any law or regulation of
any governmental authority relating to the regulation of securities, require
the holder to make such representations regarding acquisition of the Common
Stock or agree to comply with such restrictions on the transfer of the Common
Stock as the Committee may specify. In the event such representations are
required, no shares shall be issued to such individuals unless and until the
Company is satisfied with any such representation. No holder of an option or
SAR, or such holder's personal representative, legatee, or heir shall be or be
deemed to be a holder of any shares subject to such option or SAR unless and
until a certificate or certificates therefor is issued in his or her name.
16. Withholding. The Company's obligation to deliver shares of Common
Stock upon the exercise of any option shall be subject to applicable federal,
state and local tax withholding requirements.
17. Separability. If any of the terms or provisions of this Plan
conflict with the requirements of Rule 16b-3 under the Act (as the same shall
be amended from time to time) and/or section 422A of the Code (as the same
shall be amended from time to time), then such terms or provisions shall be
deemed inoperative to the extent they so conflict with the requirements of Rule
16b-3 and/or section 422A of the Code.
If this Plan does not contain any provision required to be included herein
under section 422A of the Code (as the same shall be amended from time to
time), such provision shall be deemed to be incorporated herein with the same
force and effect as if such provision had been set out at length herein.
18. Nonexclusivity of the Plan. Neither the adoption of the Plan by
the Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.
19. Finality of Determinations. Each determination, interpretation, or
other action made or taken pursuant to the provisions of the Plan by the Board
or by the Committee shall be final, binding and conclusive for all purposes
upon all persons, including without limitation, the Company, the stockholders,
the Committee and each of the members thereof, the directors, officers and
employees of the Company, and the holders and their respective successors in
interests.
20. Effectiveness of the Plan. The Plan shall become effective upon
the date of its approval by the stockholders of the Company.
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<PAGE> 18
TRANS-INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 22, 1996
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Dale S. Coenen and Kai Kosanke as
Proxies, each with full power of substitution, to represent the undersigned and
to vote, as designated below, all the shares of Common Stock of
TRANS-INDUSTRIES, INC., held of record by the undersigned on March 31, 1996, at
the Annual Meeting of Stockholders to be held at the Northfield Hilton, 5500
Crooks Rd., Troy, Michigan on May 22, 1996, or any adjournment thereof. The
Board of Directors recommends a vote FOR proposals 1, 2 and 3:
1. Election of four directors to hold office for a term of one year.
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
Dale S. Coenen, Duncan Miller, Gerald J. Murphy, and Matthew M. Wirgau.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
________________________________________________________________________________
2. Proposal to adopt the Trans-Industries, Inc. 1996 Stock Option Plan:
/ / FOR / / AGAINST / / ABSTAIN
(continued and to be signed on reverse)
<PAGE> 19
3. Proposal to ratify selection of Grant Thornton LLP as independent auditor
for the Company.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
PROPOSALS 1, 2 AND 3.
<TABLE>
<S> <C> <C>
Date , 1996
- ------------------------------------- ------------------------------------ ----------------------
Signature of Stockholder Signature of Stockholder
</TABLE>
Please sign your name exactly as it appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
