UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 240.14a-12
COMPETITIVE TECHNOLOGIES, 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] 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:
(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:
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**----- COMPETITIVE
****---- TECHNOLOGIES
**===== Unlocking the Potential of Innovation (R)
**=====**
*****
* (R)
Dear Fellow Shareholder:
You are cordially invited to attend the Competitive Technologies, Inc.
Annual Meeting of Shareholders on Monday, May 2, 2011, at 10:00 a.m. (ET). The
meeting will be held at the Norwalk Inn & Conference Center, 99 East Avenue,
Norwalk, Connecticut 06851; phone (203) 838-2000.
The matters to be acted upon are described in the accompanying notice of
Annual Meeting and Proxy Statement. At the meeting, we will also report on our
Company's successful commercialization of our Calmare(R) pain therapy medical
device, including the progress we have made in marketing and selling the device.
I look forward to discussing how we have reduced costs and improved the
prospects for future profitability as well as responding to any questions you
may have.
This year we are pleased to again apply the U.S. Securities and Exchange
Commission rule that allows companies to furnish proxy materials to stockholders
primarily over the Internet. We believe this method should expedite receipt of
your proxy materials, lower costs of our Annual Meeting and help conserve
natural resources. We encourage you to vote via the Internet by following the
links to the Proxy Statement, Annual Report, and Amended Form 10-K, which are
all available at www.proxyvote.com.
YOUR VOTE IS VERY IMPORTANT. I URGE YOU TO VOTE "FOR" ALL PROPOSALS.
Please review your proxy materials carefully and vote today.
On behalf of the Board of Directors, I express appreciation for your
continued support toward the profitable growth of CTTC. We look forward to
seeing you at the Annual Meeting.
Very truly yours,
/s/ Johnnie D. Johnson
----------------------
Johnnie D. Johnson
Chief Executive Officer
Fairfield, Connecticut
March 18, 2011
[PAGE INTENTIONALLY LEFT BLANK.]
COMPETITIVE TECHNOLOGIES, INC.
1375 KINGS HIGHWAY EAST
FAIRFIELD, CONNECTICUT 06824
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Competitive Technologies, Inc. will
be held at Norwalk Inn & Conference Center, Norwalk, Connecticut, on Monday, May
2, 2011, at 10:00 a.m. local time. At the meeting, the holders of our
outstanding stock will act on the following matters:
1. election of four Directors to serve until the next Annual Meeting
of Shareholders or until their respective successors have been elected
and qualified;
2. ratification of the selection of Mayer Hoffman McCann, CPA's as
our independent registered public accounting firm for the fiscal year
ending December 31, 2011;
3. such other business as may properly come before the meeting and
any adjournment or postponement thereof.
The board recommends that you vote FOR election of the nominated slated of
directors; and FOR ratification of the appointment of Mayer Hoffman McCann,
CPA's as our independent registered public accounting firm for the fiscal year
2011 ending December 31, 2011.
Only shareholders of record at the close of business on March 7, 2011, will
be entitled to notice of and to vote at the Annual Meeting of Shareholders and
any adjournment or postponement thereof.
WE URGE YOU TO VOTE YOUR SHARES PROMPTLY. PLEASE REFER TO THE SPECIFIC
VOTING INSTRUCTIONS.
By Order of the Board of Directors,
/s/ Johnnie D. Johnson
----------------------
Johnnie D. Johnson
Chief Executive Officer
Fairfield, Connecticut
March 18, 2011
*
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**-----**
**----- COMPETITIVE
****---- TECHNOLOGIES
**===== Unlocking the Potential of Innovation (R)
**=====**
*****
* (R)
INTERNET AVAILABILITY OF PROXY MATERIALS
We are furnishing proxy materials to our shareholders primarily via the
Internet under rules adopted by the U.S. Securities and Exchange Commission
(SEC), instead of mailing printed copies of those materials to each shareholder.
Our shareholders are receiving a Notice of Internet Availability of Proxy
Materials containing instructions on how to access our proxy materials,
including our Proxy Statement, our Annual Report, and our Amended Form 10-K.
The Notice of Internet Availability of Proxy Materials also instructs you on how
to access your proxy card to vote via the Internet or telephone.
This process is designed to expedite shareholders' receipt of proxy
materials, lower the cost of the Annual Meeting and help conserve natural
resources. If you would prefer to continue to receive printed proxy materials,
please follow the instructions included in the Notice of Internet Availability
of Proxy Materials.
HOW TO VOTE
If your shares are held by a broker, bank or other stockholder of record
exercising fiduciary powers which holds securities of record in nominee name or
otherwise, typically referred to as being held in "street name", you may receive
a separate voting instruction form, or you may need to contact your broker, bank
or other stockholder of record to determine whether you will be able to vote
electronically via the Internet or telephone.
As a reminder, your broker will NOT be able to vote your shares with
respect to the election of directors if you have not provided directions to your
broker. We strongly encourage you to submit your proxy card and exercise your
right to vote as a shareholder.
If you are a stockholder with shares registered in your name, you may vote
by either of the following methods:
- VOTE VIA THE INTERNET, by going to the web address www.proxyvote.com and
following the instructions for Internet voting.
- VOTE BY TELEPHONE, by dialing 1-800-690-6903 and following the
instructions for telephone voting.
PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR
OTHER STOCKHOLDER OF RECORD AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU WILL
NOT BE PERMITTED TO VOTE IN PERSON AT THE ANNUAL MEETING UNLESS YOU FIRST OBTAIN
A LEGAL PROXY ISSUED IN YOUR NAME FROM THE RECORD HOLDER.
COMPETITIVE TECHNOLOGIES, INC.
___________________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
___________________
The Board of Directors is furnishing shareholders this proxy statement to
solicit proxies to be voted at the Annual Meeting of Shareholders of Competitive
Technologies, Inc. (CTTC), a Delaware corporation. The meeting will be held on
Monday, May 2, 2011, at 10:00 a.m. local time at Norwalk Inn & Conference
Center, 99 East Avenue, Norwalk, Connecticut.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Record Date. The record date for the Annual Meeting is the close of
business on March 7, 2011. Only shareholders of record on that date will be
entitled to notice of, and to vote at, the Annual Meeting.
Quorum. The Company's bylaws provide that the holders of a majority of the
stock issued and outstanding and entitled to vote generally in the election of
directors, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at the Annual Meeting. Abstentions and broker
non-votes will be counted as present for the purpose of determining the presence
of a quorum.
Voting Your Proxy. Exercise your vote in accordance with the method of
your choice, via the Internet or by telephone. The proxy will be voted as you
direct. In the event no directions are specified, your shares will be voted (1)
FOR the election of the nominees named below as directors; and (2) FOR the
ratification of the selection of Mayer Hoffman McCann, CPA's; and at the
discretion of the designated proxy holders as to other matters that may properly
come before the Annual Meeting.
IF YOU ARE A SHAREHOLDER OF RECORD, holding a stock certificate registered
in your name on the books of our transfer agent, American Stock Transfer & Trust
Company, as of the close of business on March 7, 2011, and attend the meeting,
you may vote in person at the meeting on proxies available at the meeting for
that purpose, or revoke a previously submitted proxy and complete a new proxy.
IF YOUR SHARES ARE HELD IN A STOCK BROKERAGE ACCOUNT WITH YOU AS A
BENEFICIAL OWNER, your broker will NOT be able to vote your shares with respect
to the election of directors if you have not provided directions to your broker.
We strongly encourage you to exercise your right to vote as a shareholder. In
order to do so,
- you must return your voting instructions to your broker or
nominee, the holder of record, OR
- you must vote your shares through your broker or nominee via the
internet or by phone, OR
- if you wish to vote in person at the meeting, you must obtain
from the record holder and bring to the meeting a proxy SIGNED BY THE
RECORD HOLDER identifying you as the beneficial owner of the shares
and giving you the right to vote the shares at the meeting. (You may
NOT use the voting instruction form provided by your broker or nominee
to vote in person at the meeting.)
Revoking Your Proxy. You may revoke your proxy at any time before the
voting closes by notifying us; no formal procedure is required. Votes are
tabulated by an independent agent, and reported at the Annual Meeting.
We intend to make available to our shareholders this proxy statement,
including the Notice of Annual Meeting of Shareholders, on or about March 18,
2011.
Holders of common stock and of preferred stock at the close of business on
the record date of March 7, 2011, are entitled to vote at the meeting:
Common stock 13,824,944 shares outstanding, one vote per share
Preferred stock 2,427 shares outstanding, one vote per share
Class C Convertible 750 shares outstanding, 1,000 votes per share, each
Preferred Stock share convertible to 1,000 shares of common stock
If you abstain from voting, your shares will be counted as shares present
and entitled to vote in determining the presence of a quorum for the meeting,
but will not be voted in determining approval of any matter submitted to
shareholders for a vote. An abstention will have the same effect as a negative
vote on a matter submitted to shareholders for a vote. If a broker indicates
that it does not have discretionary authority to vote on a particular matter,
broker non-votes, those shares will be counted as shares present in determining
the presence of a quorum for the meeting but will not be considered present or
entitled to vote with respect to that particular matter.
1. ELECTION OF DIRECTORS
At the Annual Meeting, shareholders will elect a Board of four directors by
a plurality of the votes cast. Our Board of Directors proposes the four
nominees named below. The number of Directors authorized by the Bylaws was
decreased from five (5) to four (4), per the amended Bylaws, effective December
2, 2010. We recommend voting FOR the four named nominees.
All nominees named below have served as directors since the last Annual
Meeting of Shareholders. There are no family relationships among our executive
officers and directors. Based on its review of the relationships between its
existing directors, as director nominees, and CTTC, the Board of Directors has
affirmatively determined that if these nominees are elected, all of our
directors will be independent under the rules CTTC's Corporate Governance
Principles.
If any nominee is unable to serve, we solicit discretionary authority to
vote to elect another person unless we reduce the size of the Board. Each
director will serve until the next Annual Meeting of Shareholders, or until his
or her successor has been elected and qualified, or until his or her earlier
resignation or removal. We believe that all nominees will be available for
election as a director for the prescribed term.
JOEL M. EVANS, M.D., 50, has been a director of our company since February 2007.
Dr. Evans founded The Center for Women's Health in Stamford, Connecticut in June
1996 and since then has been its Director. From November 1996 to present, Dr.
Evans has been a lecturer and senior faculty member of The Center for Mind Body
Medicine in Washington, D.C. Dr. Evans has been featured in magazines as well
as interviewed on television and radio shows across the country. Dr. Evans is
an Assistant Clinical Professor at the Albert Einstein College of Medicine in
New York City and helped create a clinical study at Columbia University Medical
Center for use of the herb, black cohosh, in breast cancer. From November 2005
to present, Dr. Evans has been a member of the Scientific Advisory Board for
Metagenics Incorporated, a nutritional supplement manufacturer.
Dr. Evans completed his undergraduate and medical studies at the Sophie Davis
School of Biomedical Education of the City College of New York and the Mt. Sinai
School of Medicine. He fulfilled his residency at the Albert Einstein College
of Medicine.
We believe Dr. Evans' medical expertise fits the business plan of the Company
with the current technology being sold and targeted future products. Dr. Evans
brings key medical knowledge and experience to the Company. In addition, he
travels to and lectures in other countries. This occasionally requires him to
miss meetings but also provides unique opportunities to expose our company and
products to foreign physicians and medical associations.
RICHARD D. HORNIDGE, JR. 65, has been a director of our company since February
2007. Currently retired, Mr. Hornidge was an independent consultant for many
years. From June 1984 through June 1989, Mr. Hornidge was President of Travis
Associates, an employment agency. Mr. Hornidge was a program coordinator for
Raytheon from 1973 through 1984, where he was involved in the Patriot Missile
test equipment program. Mr. Hornidge received a BA from Boston University after
serving in the U.S. Navy.
We believe Mr. Hornidge's knowledge of and experience in human resources enables
him to provide the Company with needed advice and guidance in employment
matters. As a long-time investor in the company he brings a historical
perspective that has proven invaluable.
RUSTIN HOWARD, 54, has been a director of our company since October 2007. Mr.
Howard is principal of Whitesand Investments LLC, an angel investment
organization. In 1990, he founded and served as CEO and Chairman of Phyton,
Inc., a world leader in the use of proprietary plant cell fermentation
technology, including the production of paclitaxel, the active ingredient of
Bristol-Myers Squibb's multi-billion dollar anticancer drug, Taxol(R). Phyton
was sold to DFB Pharmaceuticals, Inc. in 2003. Additionally, Mr. Howard is the
Chairman of DeepGulf, Inc., and a co-owner and officer of Silver Bullet
Technology.
DeepGulf builds underwater pipelines and associated facilities in deep and
ultra-deep offshore oil and gas production fields. Silver Bullet Technology,
where he has been primarily responsible for corporate and financial oversight as
well as strategic planning, manufactures and sells software for the banking and
payment processing industry. Previously, he served as president and CEO of
BioWorks Inc., a biotechnology company he founded to develop, produce, and sell
products that replace chemical pesticides.
Mr. Howard earned his MBA from Cornell University's Johnson Graduate School of
Management, where he focused his studies on entrepreneurship, and managing
innovation and technology.
We believe Mr. Howard's expertise in biotechnology and product development has
enabled him to provide valuable guidance and advice to the Company. His
experience in technology and high-growth business development has brought
positive insight to the Company's strategic planning.
WILLIAM L. REALI, 68, has been a director of our company since February 2007,
serving as the Chairman of the Board of Directors since September 2010. Mr.
Reali is a Certified Public Accountant with the firm of Reali, Giampetro and
Scott in Canfield, Ohio. The firm provides auditing and other related
accounting and tax services to a diverse group of business clients. Over the
past five years, Mr. Reali's primary responsibility with the firm has been
business consulting, working with large and small national and multinational
clients. He has worked with distressed companies, assisting them with cost
reduction, turn-around programs and re-organization.
Serving as Chairman of various community associations, Mr. Reali donates a great
deal of time to local organizations. Mr. Reali received his BA from Youngstown
State University.
We believe Mr. Reali's knowledge and expertise in management, strategic planning
and accounting has allowed him to provide the Company with invaluable advice and
guidance in corporate matters. Extensive experience with other businesses has
proven helpful in the recent reorganization and restructuring the Company just
underwent.
VOTE REQUIRED
The affirmative vote of a plurality of the shares our common stock
represented in person or by proxy at the Annual Meeting is necessary for the
election of the individuals named above. There is no cumulative voting in
elections of directors. Unless otherwise specified, proxies will be voted in
favor of the four nominees described above.
RECOMMENDATION
Our Board of Directors recommends that shareholders vote FOR the election
of each of the individuals named above.
CORPORATE GOVERNANCE
CTTC's Corporate Governance Principles, Corporate Code of Conduct, the
Committee Charters for the Audit Committee and the Nominating and Corporate
Governance Committee of the Board of Directors, the unofficial restated
Certificate of Incorporation and the By-Laws are all available on our website at
www.competitivetech.net/investors/governance.html.
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BOARD MEETINGS AND COMMITTEES
The Board has three committees, as follows:
COMPENSATION AND STOCK NOMINATING AND CORPORATE
AUDIT COMMITTEE OPTION COMMITTEE GOVERNANCE COMMITTEE
------------------------ ------------------------- ------------------------
William L. Reali, Richard D. Hornidge, Jr., Rustin Howard,
Chairman Chairman Chairman
Joel M. Evans, M.D. Rustin Howard Joel M. Evans, M.D.
Richard D. Hornidge, Jr. William L. Reali William L. Reali
During the fiscal year ended July 31, 2010, the board of directors met 6
times. The audit committee held four meetings during the fiscal year ended July
31, 2010. The compensation committee held three meetings during the fiscal year
ended July 31, 2010. The nominating and corporate governance committee held one
meeting during fiscal year ended July 31, 2010. In 2010, all directors attended
at least 75% of all meetings of the board of directors and the committees on
which they served after becoming a member of the board or committee, with the
exception of Dr. Joel Evans, M.D. who attended 50% of the Board meetings for
fiscal 2010. In Dr. Evans' case, meetings were missed due to previously
scheduled overseas business travel which included a trip to an isolated location
where regular cell phone access was impossible. We expect all directors to
attend the next Annual Meeting barring unforeseen circumstances or irresolvable
conflicts.
Audit Committee
The function of the Audit Committee is to assist the Board in fulfilling
its responsibility to the shareholders relating to our corporate accounting
matters, financial reporting practices, and the quality and integrity of our
financial reports. The Audit Committee's purpose is to assist the Board with
overseeing:
- the reliability and integrity of our financial statements, accounting
policies, internal controls and disclosure practices;
- our compliance with legal and regulatory requirements, including our
disclosure controls and procedures;
- our independent auditor's qualifications, engagement, compensation, and
independence;
- the performance of our independent auditor; and
- the production of an annual report of the Audit Committee for inclusion in
our annual proxy statement.
The Audit Committee is to be comprised of not less than three of our
independent directors. The Board has determined that each member of the Audit
Committee is an independent director in accordance with applicable legal or
regulatory requirements. It has also determined that each member is financially
literate and has identified Mr. Reali, who is a certified public accountant, as
an audit committee financial expert as defined by the Securities and Exchange
Commission.
Compensation and Stock Option Committee
The purpose of the Compensation and Stock Option Committee is to:
- review and approve corporate goals and objectives relevant to CEO
compensation, evaluate the CEO's performance in light of those goals
and objectives, and determine and approve the CEO's compensation level
based on this evaluation;
- review and approve the compensation of our other officers based
on recommendations from the CEO;
- review, approve and make recommendations to the Board with
respect to incentive compensation plans or programs, or other
equity-based plans or programs, including but not limited to our
Annual Incentive Plan, and our 401(k) Plan; and
- produce an annual report of the Compensation Committee on
executive compensation for inclusion in our annual proxy statement.
The Compensation Committee is to be comprised of not less than three of our
independent directors. The Board has determined that each member of the
Compensation Committee is an independent director in accordance with applicable
legal or regulatory requirements.
Nominating and Corporate Governance Committee
The purpose of the Nominating Committee is to:
- identify individuals qualified to become members of the Board,
consistent with criteria approved by the Board;
- recommend to the Board, candidates for all directorships to be
filled by the Board or our shareholders;
- in consultation with the Chairman of the Board, recommend to the
Board, members of the Board to be appointed to committees of the Board
and the chairpersons thereof, including filling any vacancies;
- develop and recommend to the Board a set of corporate governance
principles applicable to us;
- oversee, evaluate and monitor the Board and its individual
members, and our corporate governance principles and procedures; and
- fulfill such other duties and responsibilities as may be set
forth in its charter or assigned by the Board from time to time.
The Nominating Committee is to be comprised of not less than three of our
independent directors. The Board has determined that each member of the
Nominating Committee is an independent director in accordance with applicable
legal or regulatory requirements.
The Nominating Committee will consider nominees recommended by shareholders
but have not designated any special procedures shareholders need to follow to
submit those recommendations. The Nominating Committee has not designated any
such procedures because as discussed below under the heading "Shareholder
Communications to the Board," shareholders are free to send written
communications directly to the Board, committees of the Board, and/or individual
directors, at our corporate address in care of our Secretary.
SHAREHOLDER COMMUNICATIONS TO THE BOARD
Shareholders may send communications in writing to the Board, committees of
the Board, and/or to individual directors, at our corporate address in care of
our Secretary. Written communications addressed to the Board are reviewed by
the Chairman of the Board for appropriate handling. Written communications
addressed to an individual Board member are forwarded to that person directly.
Beneficial Ownership of Shares
The following information indicates the beneficial ownership of our stock
by each director nominee, and by each person known to us to be the beneficial
owner of more than 5% of our outstanding stock. The indicated owners, with sole
voting and investment power, furnished such information to us as of March 7,
2011, except as otherwise indicated in the footnotes.
AMOUNT
NAMES OF BENEFICIAL OWNERS BENEFICIALLY PERCENT
(AND ADDRESS, IF OWNERSHIP IS MORE THAN5%) OWNED (1) (%)
------------------------------------------ ------------ --------
Director nominees
------------------------------------------
Joel M. Evans, M.D. 56,300 (2) *
Richard D. Hornidge, Jr. 129,635 (2) *
Rustin Howard 76,500 (2) *
William L. Reali 62,500 (2) *
------------------------------------------ ------------ --------
Director nominees total: 322,935 2.2
Five percent beneficial owners
------------------------------------------
Peter Brennan Group(3)
237 Park Ave, Suite 900,
New York, NY 10017 1,369386 9.4
William L. Waters Ltd.
2221 Yonge Street, Suite 507,
Toronto, Ontario, Canada 750,000 (4) 5.1
* Less than 1%
(1) Designated person or group has sole voting and investment power.
(2) Persons listed below have the right to acquire the listed number
of shares upon exercise of stock options:
NAME RIGHT TO ACQUIRE
------------------------------------------- ----------------
Joel M. Evans, M.D. 40,000
Richard D. Hornidge, Jr. 40,000
Rustin Howard 40,000
William L. Reali 40,000
------------------------------------------- ----------------
Directors and Executive Officers as a Group 160,000
(3) A group consisting of Damel Diversified LP, Damel Partners LP,
Lisl Brennan Family Trust 2005, and Peter Brennan
(4) Designated person or group has the right to acquire the listed
number of shares upon conversion of Class C Convertible Preferred
Stock.
On March 7, 2011, the stock transfer records maintained by us with respect
to our Preferred Stock showed that the largest holder of Preferred Stock owned
500 shares; the largest owner of Class C Convertible Preferred Stock owned 750
shares. No directors own Preferred Stock.
DIRECTOR COMPENSATION
The following table summarizes the total compensation awarded to, earned by
or paid by us for services rendered during fiscal year 2010 ended July 31, 2010,
to the non-employee Board of Director members:
FEES EARNED OTHER EQUITY
OR PAID IN OPTION COMPENSATION
NAME CASH(3) AWARDS (1) (2) TOTAL
------------------------ ------------- ----------- -------------- -------
Joel M. Evans, M.D. $ 15,500 $ 11,189 $ 4,663 $31,352
Richard D. Hornidge, Jr. 19,000 11,189 4,663 34,852
Rustin Howard 18,000 11,189 4,663 33,852
William L. Reali 26,000 11,189 4,663 41,852
1) Each director serving on January 4, 2010 received a stock option
for 10,000 shares of common stock at $1.87 per share under the 2000
Directors Stock Option Plan. We estimated the fair value of stock
awards at $0.647 per share using the Black-Scholes option valuation
model with expected life of 5 years, risk free interest rate of 2.65%,
volatility of 75.01% and dividend yield of 0.
2) Each director serving on January 4, 2010 received 2,500 shares of
stock under the 1996 Directors Stock Participation Plan. The fair
market value of the stock was $1.865 per share.
3) This amount includes unpaid fees of $833 for Dr. Evans, Mr.
Hornidge and Mr. Howard, and $1,333 for Mr. Reali.
OUTSTANDING EQUITY AWARDS AT JULY 31, 2010
NUMBER OF
SECURITIES
UNDERLYING OPTION OPTION
UNEXERCISED EXERCISE EXPIRATION
NAME OPTIONS (1) PRICE DATE
------------------------ ------------ --------- ----------
Joel M. Evans, M.D. 10,000 $ 2.58 8/2/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
Richard D. Hornidge, Jr. 10,000 2.58 8/2/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
Rustin Howard 10,000 2.29 10/5/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
William L. Reali 10,000 2.58 8/2/17
10,000 1.51 1/2/18
10,000 1.005 1/2/19
10,000 1.87 1/4/20
(1) Each stock option was granted pursuant to our 2000 Directors
Stock Option Plan. The shares were vested immediately on issuance.
Each of our non-employee directors is paid an annual cash retainer of
$10,000, paid quarterly in arrears, for their services to the Company. Prior to
January 2011, directors were also issued shares of common stock pursuant to our
1996 Directors Stock Participation Plan, as amended, and were granted stock
options to purchase common stock pursuant to our 2000 Directors Stock Option
Plan, both as described below. In addition, effective in fiscal year 2005, the
Chairman of the Board, if a non-employee, and the Chairman of the Audit
Committee are paid annual stipends for the additional responsibilities and
time commitments required of them. In fiscal 2010, the Chairman of the Board was
an employee of the Company and therefore was not paid any compensation for
serving as Chairman of the Board. Mr. Reali has served as Chairman of the Audit
Committee since February 2, 2007, and received a $6,000 stipend in 2010.
Beginning January 1, 2011, the annual stipends for serving as Chairman of the
Board, if a non-employee, and the Chairman of the Audit Committee will be
$60,000 and $6,400, respectively.
Each non-employee director is also paid $1,000 for each Board meeting
attended and $500 for each committee meeting attended. All directors are
reimbursed for out-of-pocket expenses incurred to attend Board and committee
meetings.
Pursuant to our 1996 Directors Stock Participation Plan, as amended, on the
first business day of January, each non-employee director who had been elected
by the stockholders and had served at least one full year as a director was
issued a number of shares of common stock equal to the lesser of $15,000 divided
by the per share fair market value of such stock on the issuance date, or 2,500
shares. If a non-employee director were to leave the Board after serving at
least one full year, but prior to the January issuance date, we will issue
shares of common stock to the director on a pro-rata basis up to the termination
date. Common stock may not be issued pursuant to this plan after January 3,
2011. The last issuance of common stock under this plan occurred in January
2010.
Pursuant to our 2000 Directors Stock Option Plan, non-employee directors
were granted 10,000 fully vested, non-qualified stock options to purchase our
common stock on the date the individual was first elected as a director, whether
by the stockholders or by the Board, and was granted 10,000 options on the first
business day of January thereafter, provided the individual was still a
director. The stock options granted were at an exercise price not less than
100% of the fair market value of the common stock at the grant date and had a
term of ten years from date of grant. If an individual's directorship
terminated because of death or permanent disability, the stock options may be
exercised within one year after termination. If the termination was for any
other reason, the stock options may be exercised within 180 days after
termination. However, the Board had the discretion to amend previously granted
stock options to provide that such stock options may continue to be exercisable
for specified additional periods following termination. In no event may a stock
option be exercised after the expiration of its ten-year term. Stock options
could not be granted under this plan after the first business day of January
2010.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires our directors and officers, and persons who own more than five percent
of the Common Stock to file reports of ownership and changes in ownership with
the Securities and Exchange Commission ("SEC") SEC regulations require reporting
persons to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports received or written
representations from certain reporting persons, we believe all reporting persons
complied with all applicable reporting requirements.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
Our Board of Directors determined that when a director's services are
outside the normal duties of a director, we compensate the director at the rate
of $1,000 per day, plus expenses, which is the same amount we pay a director for
attending a one-day Board meeting. We classify these amounts as consulting
expenses, included in personnel and other direct expenses relating to revenues.
All of CTTC's Board Directors - Evans, Hornidge, Howard, and Reali - are
considered to be independent directors.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
This report of the Compensation and Stock Option Committee (the
"Committee") shall not be deemed incorporated by reference by any general
statement incorporating the Proxy Statement by reference into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Acts"),
except to the extent that CTTC specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
CTTC's compensation program consists of base salary, bonus, stock options,
other incentive awards and other benefits, which the Committee generally reviews
annually. The Committee's overall philosophy is to align compensation with our
business strategy and to support achievement of our long-term goals. In order to
attract and retain competent executives, we believe it is essential to maintain
an executive compensation program that provides overall compensation competitive
with that paid to executives with comparable qualifications and experience.
The Board of Directors is in the process of reviewing all compensation
plans to assure effectiveness and fiduciary responsibility.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT:
We have reviewed and discussed with management certain Executive
Compensation and Compensation Discussion and Analysis provisions to be included
in the Company's Annual Report on Form 10-K, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Annual Report"). Based on the reviews and
discussions referred to above, we recommend to the Board of Directors that the
Executive Compensation and Compensation Discussion and Analysis provisions
referred to above be included in the Company's Annual Report.
Submitted by the Compensation and Stock Option Committee of the Board of
Directors
Richard D. Hornidge, Jr. (Chairman)
Rustin Howard William L. Reali
REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviewed and discussed with management our audited
financial statements as of and for the year ended July 31, 2010, as well as our
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the year ended
July 31, 2010, before those reports were filed.
The Audit Committee discussed with our independent registered accountants,
Mayer Hoffman McCann, CPA's, the matters required to be discussed by Statement
on Auditing Standards No. 61, "Communication with Audit Committees," as issued,
modified or supplemented. On June 8, 2010, our independent registered
accountants, MHM Mahoney Cohen CPA's, changed their name to Mayer Hoffman McCann
CPA's (The New York Practice of Mayer Hoffman McCann P.C.).
The Audit Committee received the written disclosures from Mayer Hoffman
McCann required by Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees," as issued, modified or supplemented. The
Audit Committee discussed with Mayer Hoffman McCann their independence from
management and from CTTC.
The Audit Committee discussed with Mayer Hoffman McCann the overall scope,
plans and budget for its audit. In addition, the Audit Committee meets with
Mayer Hoffman McCann regularly, with or without management present, to discuss
the results of Mayer Hoffman McCann's examination, evaluation of CTTC's internal
controls, and the overall quality of CTTC's financial reporting.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements as
of and for the year ended July 31, 2010, be included in our Annual Report on
Form 10-K for the year ended July 31, 2010.
AUDIT COMMITTEE:
William L. Reali (Chairman)
Joel M. Evans, M.D. Richard D. Hornidge, Jr.
EXECUTIVE OFFICER
On April 19, 2010, at the Annual Meeting of the Shareholders of the
Company, shareholders supported the installation of the Board. The Board met and
re-elected John B. Nano to his previously held executive officer position with
the company; that of President and Chief Executive Officer, Interim Chief
Financial Officer; he also served as Chairman of the Board of Directors.
On September 3, 2010, the Board of Directors of Competitive Technologies,
Inc. removed John B. Nano as an Officer of the Corporation in all capacities for
cause, consisting of violation of his fiduciary duties to the Corporation and
violation of the Competitive Technologies, Inc. Corporate Code of Conduct.
Details of these actions are outlined in Form 8-K filings with the Securities
and Exchange Commission on September 13, 2010, and September 17, 2010. As Mr.
Nano was terminated for cause, the Company believes there are no further amounts
due under his terminated employment contract.
On September 3, 2010, following the termination of John B. Nano as an
Officer of the Corporation in all capacities for cause, the Board of Directors
appointed Johnnie D. Johnson, managing member of IR Services, LLC, as Chief
Executive Officer of the Company. The office of President is currently vacant.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
We have a standing compensation committee on our Board. Our President, or
in the absence of a president, our Chief Executive Officer, makes
recommendations to the committee as to employee benefit programs and officer and
employee compensation.
Annual Base Salary. The base salary for John B. Nano was set in a three-year
employment agreement effective February 2, 2007. That agreement automatically
renewed for a one-year period beginning February 2, 2010, per the terms of the
agreement. After the end of our most recent fiscal year, on September 3, 2010,
the Board of Directors of Competitive Technologies, Inc. removed John B. Nano as
an Officer of the Corporation in all capacities for cause, consisting of
violation of his fiduciary duties to the Corporation and violation of the
Competitive Technologies, Inc. Corporate Code of Conduct. That employment
agreement is no longer in effect.
Johnnie D. Johnson is currently serving as Chief Executive Officer and
Chief Financial Officer of the Company, per an amended consulting agreement with
IR Services, LLC, a Connecticut company of which Mr. Johnson is managing member.
Prior to September 2010, IR Services, LLC had a consulting agreement with CTTC
to provide CTTC with managerial advice, investor relations services and public
relation services. In September 2010, the Consulting Agreement was amended to
include the provision of management services, specifically that of Chief
Executive Officer. Per the Agreement, CTTC pays IR Services, LLC an additional
$5,000 per month for the management services of Mr. Johnson, in addition to the
monthly fee for the aforementioned services still provided under the original
agreement of $20,000.
Annual Cash Bonus. In addition to the competitive annual base salary, we intend
to reward executive officers each year for the achievement of specific goals,
which may be financial, operational or technological. We consider objectively
measurable goals, such as obtaining new investment capital, negotiating valuable
contracts and achieving research and regulatory milestones, and more subjective
goals, such as quality of management performance and consistency of effort.
CTTC's objectives include operating, strategic and financial goals the board
considers critical to CTTC's overall goal of building shareholder value. Our
recommendations for cash bonuses also take into account CTTC's liquidity and
capital resources in any given year.
Because CTTC did not meet its financial goals for the fiscal year and
because of other concerns (Mr. Nano, the former Chairman, President and CEO, was
terminated for cause during that 60-day period), the Compensation Committee of
the Board of Directors determined not to award cash bonuses to any executive
officers or to any employees for the fiscal year ended July 31, 2010.
The following table summarizes the total compensation awarded to, earned by
or paid by us for services rendered by the 3 highest paid employees that served
during the fiscal years 2010 and 2009.
ALL OTHER
NAME AND OPTION COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS SATION TOTAL
--------------------- ---- ----------- ------ ------- ----------- --------
FORMER EXECUTIVE OFFICER:
John B. Nano (1) 2010 $ 350,000(8) $ - $ $ 42,124(2) $392,124
Chairman of the
Board of Directors, 2009 350,000(6) - 39,889(3) 389,889
President and
Chief Executive
Officer, Interim
Chief Financial
Officer
NEXT HIGHEST PAID EMPLOYEES
Aris D. Despo 2010 210,000(8) - $ 8,493(4) 218,493
Executive Vice
President - Business 2009 209,999(7) - 7,584(5) 217,583
Development
John P. Rafferty(9) 2010 115,000 - $ 5,625(4) 120,625
Vice President and
Controller 2009 115,001 - 4,151(5) 119,152
(1) Mr. Nano was terminated for cause in September 2010. Mr. Nano's
salary did not include any additional compensation for serving as
Chairman of the Board.
(2) Includes $25,352 for payment of auto lease, $6,225 for auto
repairs, and discretionary contribution of 7,126 shares of CTTC common
stock (valued at $10,547) contributed to the Company's 401(k) plan.
(3) Includes $30,461 for payment of auto lease, $1,161 for auto
repairs, and discretionary contribution of 5,511 shares of CTTC common
stock (valued at $8,267) contributed to the Company's 401(k) plan.
(4) Represents discretionary contribution to 401(k) plan of 5,738
shares of CTTC common stock for Mr. Despo and 3,800 shares for Mr.
Rafferty.
(5) Represents discretionary contribution to the Company's 401(k)
plan of 5,056 shares of CTTC common stock for Mr. Despo and 2,767
shares for Mr. Rafferty.
(6) Beginning in January 2009, Mr. Nano began deferring one half his
salary until the company was in a stronger cash flow position. This
amount includes deferred wages of $94,231. All deferred wages for Mr.
Nano were paid upon his termination from the Company in September
2010.
(7) Beginning in January 2009, Mr. Despo began deferring a portion of
his salary until the company was in a stronger cash flow position.
This amount includes deferred wages of $32,308.
(8) Includes deferred wages of $10,115 for Mr. Nano, and $16,153 for
Mr. Despo. All deferred wages for Mr. Nano were paid upon his
termination from the Company in September 2010.
(9) Mr. Rafferty's employment with the Company was terminated in November
2010.
NUMBER OF NUMBER OF
SECURITIES SECURITIES
UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED OPTION
OPTIONS OPTIONS OPTION EXPIRATION
NAME EXERCISABLE(1) UNEXERCISABLE(1) PRICE DATE
---------------- -------------- ---------------- ------- ----------
John B. Nano 400,000(3) - $ 2.52 2/02/17
Aris D. Despo 15,000 15,000(2) 2.25 9/28/17
John P. Rafferty 7,500(4) - 2.25 9/28/17
(1) Option awards under our 1997 Employees Stock Option Plan.
(2) Vesting schedule: 50% each on September 28, 2010, and 2011,
respectively.
(3) Since John B. Nano was terminated for cause on September 3, 2010,
these options are no longer exercisable.
(4) Since John P. Rafferty left the Company in November 2010, these
options were forfeited after 90 days and are no longer exercisable.
OPTION EXERCISES DURING FISCAL YEAR 2010
There were no options exercised during fiscal year 2010.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
John B. Nano signed an employment agreement with the Company on February 2,
2007. The agreement provided for his employment for a period of three years
from the effective date, with automatic annual renewal thereafter, effective 180
days prior to each anniversary. On September 3, 2010, the Board of Directors of
Competitive Technologies, Inc. removed Mr. Nano as an Officer of the Corporation
in all capacities for cause, consisting of violation of his fiduciary duties to
the Corporation and violation of the Competitive Technologies, Inc. Corporate
Code of Conduct. As Mr. Nano was terminated for cause, the Company believes
there are no further amounts due under his terminated employment contract.
OTHER ARRANGEMENTS
401(K) RETIREMENT SAVINGS PLAN
We have an employee defined contribution plan qualified under section
401(k) of the Internal Revenue Code for all our employees who have attained the
age of 21 and meet certain service requirements. The Plan has been in effect
since January 1, 1997. Participation in the Plan is voluntary. Employees may
defer compensation up to a specific dollar amount determined by the Internal
Revenue Service for each calendar year. We do not make matching contributions,
and employees are not allowed to invest in our stock under the Plan.
Our directors may authorize a discretionary contribution to the Plan,
allocated according to the provisions of the Plan, and payable in shares of our
common stock valued as of the date the shares are contributed. Our directors
authorized and we expensed $50,000 in fiscal 2009 for such discretionary
contributions. We contributed the 33,333 related shares of our common stock to
the Plan in fiscal 2009.
ANNUAL INCENTIVE PLAN
The Competitive Technologies, Inc. Annual Incentive Plan was approved by
our Board on November 22, 2005, replacing a prior plan. The Compensation
Committee administers the Incentive Plan. The Compensation Committee may
suspend or amend the Incentive Plan at any time from time to time, and the Board
may terminate the Incentive Plan.
The Incentive Plan provides for eligible employees to earn an annual bonus
incentive in cash. The targeted annual bonus incentive award is a percentage of
the participant's salary earned during the plan year, as defined in the
Incentive Plan, and is comprised of two parts, 50% of which is dependent upon
attainment of financial performance metrics that serve as our company wide goals
and objectives and are set at the beginning of the year, the Company Component;
and 50% of which is dependent upon the individual's performance compared to each
individual's pre-established goals and objectives, the Individual Component. If
our financial performance is less than 70% of its goal, there will be no award
for the Company Component. If our financial performance is more than 120% of
its goal, then the Company Component award will increase to 125% of the award,
and may, under certain conditions, as defined, increase up to a maximum of 200%
of the award. If a participant meets his or her individual goals, we may pay
the Individual Component regardless of whether the Company Component is met.
No payments were authorized or made under this plan for fiscal year 2009.
Because CTTC did not meet its financial goals for the fiscal year 2010 and
because of other concerns (Mr. Nano, the former Chairman, President and CEO, was
terminated for cause during that 60-day period), the Compensation Committee of
the Board of Directors determined not to award cash bonuses to any executive
officers or to any employees for the fiscal year ended July 31, 2010.
1997 EMPLOYEES' STOCK OPTION PLAN
The 1997 Employees' Stock Option Plan provided for the granting of stock
options to purchase our Common Stock. Stock options granted under the Stock
Option Plan may have been incentive stock options pursuant to Section 422 of the
Internal Revenue Code or non-statutory stock options. Stock options granted
under the Stock Option Plan must have been granted at not less than 100% of the
fair market value on the date of grant. The Compensation Committee determines
the vesting period for the stock options. Stock options expire upon termination
of the grantee's employment, or ten years after the grant date. In certain
instances stock options which are vested or become vested upon the occurrence of
an event or events specified by the Compensation Committee, may continue to be
exercisable through up to ten years after the grant date, irrespective of the
termination of the optionee's employment with us. No options were allowed to be
granted pursuant to this plan after September 30, 2007.
NUMBER OF
SECURITIES
REMAINING
NUMBER OF WEIGHTED- AVAILABLE
SECURITIES TO BE AVERAGE FOR FUTURE
ISSUED UPON EXERCISE ISSUANCE
EXERCISE OF PRICE OF (EXCLUDING
OUTSTANDING OUTSTANDING OPTIONS
PLAN CATEGORY OPTIONS OPTIONS OUTSTANDING)
------------------- ----------------- ------------ ------------
Equity compensation
plans approved by
security holders 709,000(1) $ 2.44 -
(1) At July 31, 2010, this number was 709,000. In September 2010,
John B. Nano was terminated for cause; thus his 400,000 options are no
longer exercisable. In November 2010, other employees were terminated,
after 90 days any options held by them were forfeit and are no longer
exercisable. At March 7, 2011, the number of securities to be issued
upon exercise of outstanding options was 278,750.
2. ELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Mayer Hoffman McCann CPA's ("Mayer Hoffman McCann") have been the
independent registered public accountants for the company. Pursuant to an asset
purchase agreement, our former independent public accounting firm, Mahoney Cohen
& Company, CPA, P.C. was acquired by the New York practice of Mayer Hoffman
McCann P.C. ("MHM"), and the shareholders of Mahoney Cohen became shareholders
of MHM. Following its acquisition of Mahoney Cohen, MHM changed its name to MHM
Mahoney Cohen CPAs ("MHM Mahoney Cohen"), effective December 31, 2008. On June
8, 2010, MHM Mahoney Cohen changed their name to Mayer Hoffman McCann CPA's (The
New York Practice of Mayer Hoffman McCann P.C.).
Fees Billed by Principal Accountants - The following table presents fees
for professional services billed by Mayer Hoffman McCann and Mahoney Cohen for
the years ended July 31, 2010 and 2009:
2010 2009 2009 2009
-------- -------- ------------ ----------
Mayer
Hoffman Mahoney MHM Mahoney Full Year
McCann Cohen Cohen Total
-------- -------- ------------ ----------
Audit fees $114,445 $ 90,304 $ 30,000 $ 120,304
Tax fees 824 - 1,483 1,483
Audit related fees (1) 17,278 5,211 2,000 7,211
-------- -------- ------------ ----------
TOTAL $132,547 $ 95,515 $ 33,483 $ 128,998
======== ======== ============ ==========
(1) Fees for S-1 and S-8 review.
AUDIT COMMITTEE PRE-APPROVAL OF SERVICES OF PRINCIPAL ACCOUNTANTS
The Audit Committee has the sole authority and responsibility to select,
evaluate, determine the compensation of, and, where appropriate, replace the
independent auditor. After determining that providing the non-audit services is
compatible with maintaining the auditor's independence, the Audit Committee
pre-approves all audits and permitted non-audit services to be performed by the
independent auditor, except for de minimus amounts. If it is not practical for
the Audit Committee to meet to approve fees for permitted non-audit services,
the Audit Committee has authorized its chairman, currently Mr. Reali, to approve
them and to review such pre-approvals with the Audit Committee at its next
meeting.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The persons named in the enclosed proxy will vote to ratify the selection
of Mayer Hoffman McCann as independent public accountants for the year ending
December 31, 2011, unless otherwise directed by the shareholders. Shareholder
ratification of Mayer Hoffman McCann as the Company's independent public
accountants is not required by the Company's bylaw or otherwise. However, the
Company is submitting selection of Mayer Hoffman McCann to the shareholders for
ratification as a matter of good corporate practice. If the shareholders do not
ratify the selection of Mayer Hoffman McCann as the Company's independent public
accountants, the Audit Committee will reconsider the selection of such
independent public accountants. If the selection is ratified, the Audit
Committee may, in its discretion, direct the appointment of different
independent public accountants at any time during the year if it determines that
such a change would be in the best interest of the Company and its shareholders.
VOTE REQUIRED
The affirmative vote of a majority of the shares of Common Stock present or
represented by proxy at the Annual Meeting is necessary for the ratification of
Mayer Hoffman McCann as independent public accountants for the fiscal year ended
December 31, 2011; noting that on November 15, 2010, the Company changed its
reporting year end from July 31 to December 31.
RECOMMENDATION
Our Board of Directors recommends that shareholders vote FOR the
ratification of Mayer Hoffman McCann as independent public accountants for the
fiscal year ended December 31, 2011.
PROPOSALS OF SHAREHOLDERS
Shareholders who wish to present proposals under SEC Rule 14a-8 to be
included in our Proxy Statement and form of proxy in connection with the May
2012 Annual Meeting of Shareholders, must submit those proposals so that we
receive them no later than 120 days before the proxy availability date of our
Proxy Statement in connection with that meeting. If we meet this year's proxy
availability date of March 23, 2011, we must receive such proposals for next
year's Annual Meeting no later than November 24, 2011.
Shareholders who wish to present matters outside the processes of SEC Rule
14a-8 to be included in our Proxy Statement and form of proxy in connection with
the May 2012 Annual Meeting of Shareholders, must submit notice of those matters
so that we receive them no later than 45 days before the proxy availability date
of our Proxy Statement in connection that meeting. If we meet this year's
expected availability date of March 23, 2011, we must receive notice of such
matters for next year's Annual Meeting no later than February 7, 2012. Notice
received after February 7, 2012 will be untimely and subject to the
discretionary authority described in the last sentence of this Proxy Statement.
GENERAL
We will pay the cost of soliciting proxies, including preparation,
assembly, printing and mailing of the Notice of Internet Availability of Proxy
Materials, and any additional information furnished to shareholders.
Arrangements will be made to furnish solicitation materials to brokerage houses,
custodians, nominees and other fiduciaries, holding in their names shares of
common stock beneficially owned by others to forward to such beneficial owners.
We will reimburse these third-parties for reasonable out-of-pocket expenses.
Solicitation of proxies by mail may be supplemented by telephone, telegram,
electronic transmission or personal solicitation by our directors, officers or
other regular employees of the Company. No additional compensation will be paid
to directors, officers or other regular employees for such services. We have
retained Morrow & Co., LLC. located at 470 West Avenue, Stamford, CT 06902, for
an estimated fee of $5,000, plus out of pocket expenses, to assist in
distributing proxy materials and soliciting proxies.
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, any amendments to those reports and any other
reports filed with or furnished to the SEC also are available on or through our
website at www.competitivetech.net as soon as reasonably practicable after they
-----------------------
are filed with or furnished to the SEC.
Upon written request, we will provide without charge (except for exhibits)
to any shareholder of record or beneficial owner of our securities, a copy of
our Annual Report on Form 10-K filed with the SEC for the year ended July 31,
2010, including the financial statements and schedules thereto. Exhibits to
said report will be provided upon payment of fees limited to our reasonable
expenses in furnishing such exhibits. Written requests should be addressed to:
Secretary, Competitive Technologies, Inc., 1375 Kings Highway East, Suite 400,
Fairfield, Connecticut, 06824.
Some brokers and other nominee record holders may be participating in the
practice of "householding" corporate communications to shareholders, such as
proxy statements and annual reports. This means that only one copy of this
Proxy Statement, including the Notice of Internet Availability of Proxy
Materials, may have been sent to multiple shareholders in your household. We
promptly will deliver a separate copy of this Proxy Statement to you if you call
or write us at the following address or phone number: Secretary, Competitive
Technologies, Inc., 1375 Kings Highway East, Suite 400, Fairfield, Connecticut,
06824, telephone: (203) 368-6044. If in the future you want to receive
separate copies of our corporate communications to shareholders, such as the
Notice of Internet Availability of Proxy Materials, proxy statements and annual
reports, or if you are receiving multiple copies and would like to receive only
one copy for your household, you should contact your broker or other nominee
record holders, or you may contact us at the above address and phone number.
The Board of Directors is not aware of any matter that is to be presented
for action at the meeting other than the matters set forth herein. Should any
other matters requiring a vote of the shareholders arise, the proxies in the
enclosed form confer upon the person or persons entitled to vote the shares
represented by such proxies' discretionary authority to vote the same in respect
of any such other matters in accordance with their best judgment in the interest
of CTTC.
By Order of the Board of Directors,
/s/ Johnnie D. Johnson
----------------------
Johnnie D. Johnson
Chief Executive Officer
Dated: March 18, 2011
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**===== Unlocking the Potential of Innovation (R)
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