SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
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 Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
TTI HOLDINGS OF AMERICA CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Information 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)(1) and
0-11.
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transaction applies:
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transaction computed pursuant to Exchange Act Rule
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calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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TTI HOLDINGS OF AMERICA CORP.
INFORMATION STATEMENT
THIS IS AN INFORMATION STATEMENT, AND NOT A PROXY STATEMENT. WE ARE NOT ASKING
YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND IN A PROXY
July 3, 2001
Dear Shareholder:
It is once again my pleasure to invite you to attend the Annual Meeting of
Shareholders and to share with you my view of the events of the past year, our
financial results, and the Company's current and future endeavors.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TTI HOLDINGS OF AMERICA CORP.
The Annual Meeting of the shareholders of TTI Holdings of America Corp. (the
"Company"), will be held at the East Norwich Inn, 6321 Northern Boulevard, East
Norwich, New York on Monday, July 30, 2001, at 2:00 p.m. At the meeting, you and
the other shareholders will be asked to vote on the following:
1. The election of two (2) directors to the Board of Directors of
the Company to serve until the Annual Meeting of the
Shareholders, held for the year 2002, or until their successors
are elected and qualified;
2. To increase the authorized common shares, without par value, from
10,000,000 common shares, par value $0.0001, to 20,000,000 common
shares, with the same par value.
3. To authorize the selection of Capraro, Centofranci, Kramer & Co.,
P.C. as Independent Auditors for the fiscal year 2001; and
4. For the transactions of such other business as may be brought
before the meeting or any adjournment thereof.
Only those persons who were stockholders of record on or before July
13, 2001, may vote their shares at such meeting.
A copy of our annual report on Form 10-KSB for the year ended September 30, 2000
and a copy of our quarterly report on Form 10-QSB for the quarters ended
December 31, 2000, and March 31, 2001 are enclosed together with an Information
Statement. The Form 10-KSB includes information about our operations during the
year and our audited fiscal year financial statements. The Form 10-QSB contains
information about our operations during the first two quarters ending March 31,
2001 and unaudited financial statements for that period.
Except to the extent that they are incorporated by reference in the Information
Statement, the Form 10-KSB, and the Form 10-QSB do not constitute information
material in connection with the Annual Meeting.
Our Board of Directors has approved the amendment of the Certificate of
Incorporation.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US ONE,
WITH RESPECT TO THE AMENDMENT. WE ARE SENDING THIS INFORMATION STATEMENT TO YOU
ONLY FOR INFORMATIONAL PURPOSES.
For additional information about us, please refer to our Annual Report on Form
10-KSB for the year ended September 30, 2000, and the other periodic filings we
have made with the Securities and Exchange Commission ("SEC"), which are
incorporated herein by this reference. A copy of our Annual Report is being
furnished to you with the Information Statement. If you would like copies of any
of those documents, you can request (by phone or in writing) copies of them by
sending your request to our principal office: 76 North Broadway, Suite 3000,
Hicksville, New York (516) 931-5700. We will not charge you for any of the
copies. You can also obtain copies of those documents from the electronic filing
site maintained by the SEC on the world-wide web www.sec.gov/archives/edgar),
from the SEC's office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 or the various regional SEC offices.
By order of the Board of Directors of the corporation.
/s/ Andrew Mazzone
-----------------------------------------
Andrew Mazzone
President-Secretary
INFORMATION STATEMENT
This Information Statement is being is first being furnished on or about July
15, 2001, to our shareholders of record as of the close of business on July 13,
2001, for use at the Annual Meeting of Shareholders to be held July 30, 2001, at
2:00 p.m., local time, or at any and all continuation(s) or adjournment(s)
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the East Norwich Inn, 6321
Northern Boulevard, East Norwich, New York
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
However, if you wish to vote your shares of common stock, you may do so by
attending the meeting in person and casting your vote by a ballot, which will be
provided for that purpose.
The purpose of the meeting is to take action with respect to the following
proposals: (1) the amendment of our Amended Articles of Incorporation, (2), the
election of Directors, and (3) to authorize the selection of Capraro,
Centofranci, Kramer & Co., P.C., as our independent auditors for the fiscal year
2001. The amendment to our Articles of Incorporation, which is described in more
detail below, will authorize an increase in the Common Shares, par value
$0.0001, from 10,000,000 shares to 20,000,000 shares. Our Board of Directors has
approved the amendment of the Articles of Incorporation. WE ARE NOT ASKING YOU
FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US ONE, WITH RESPECT TO THE
AMENDMENT. WE ARE SENDING THIS INFORMATION STATEMENT TO YOU ONLY FOR
INFORMATIONAL PURPOSES AND SO THAT YOU MAY ATTEND THE ANNUAL SHAREHOLDER MEETING
AND CAST YOUR VOTES WITH REGARD TO THIS MATTER.
Proxies are not being solicited because a stockholder holding enough
shares to effect the proposed actions has previously indicated its intention to
vote in favor of such proposals. Shareholders of the Company do not have
cumulative voting rights.
For additional information about us, please refer to our Annual Report on Form
10-KSB for the year ended September 30, 2000, and the other periodic filings
(including our quarterly reports on Form 10-QSB and our periodic report on Form
8-K) we have made with the Securities and Exchange Commission ("SEC"), which are
incorporated herein by this reference. A copy of our Annual Report on the Form
10-KSB and the first and second quarters of 2001 report on Form 10-QSB are being
furnished to you with this Information Statement. If you would like copies of
any of those other documents that are filed with the SEC, or the exhibits to the
enclosed forms, you can request (by phone or in writing) copies of them by
sending your request to our principal office: 76 North Broadway, Suite 3000,
Hicksville, New York. We will not charge you for any of the copies. You can also
obtain copies of those documents from the electronic filing site maintained by
the SEC on the world-wide web (www.sec.gov/archives/edgar), from the SEC's
office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549 or the various regional SEC offices.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record Date
concerning the beneficial ownership of the Common Stock, (i) by each stockholder
who is known by the Company to own beneficially in excess of 5% of the
outstanding Common Stock; (ii) by each director; (iii) by each executive
officer; and (iv) by all executive officers and directors as a group. Except as
otherwise indicated, all persons listed below have (i) sole voting power and
investment power with respect to their shares of Common Stock, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and beneficial ownership with respect to their shares of Common Stock.
Out of a total of approximately 9.075,000 shares of Common Stock, which have
been issued and are outstanding, as of July 3, 2001, Officers, Directors and
Beneficial Owners held 2,696,663 shares of Common Stock as follows:
Shares Percent
--------- -------
Andrew Mazzone(1) 1,152,000 12.7%
513 Dryden Street
Westbury, NY 11590
Benjamin S. Eichholz(2) 1,103,703 12.1%
301 West York Street
Savannah, GA 31401
Keith Rayne 440,960 4.8%
118 Cherryfield Lane
Savannah, GA 3149
Directors, Officers and 2,696,663 29.7%
Beneficial Owners
(as a group)
-----------------------------
(1) Andrew Mazzone was issued 1,425,000 shares on November 21, 1995. Mr.
Mazzone sold 225,000 shares each to Kevin Klein and to Laura Klein in private
transactions in 1998.
(2) Shares issued pursuant to various acquisitions in May and June 2001.
Executive Compensation
No Officer/Director has been compensated with salaries or other form of
remuneration except the President, Andrew B. Mazzone who received the following
compensation:
Capacities in which Aggregate
Name Remuneration was Received Period Remuneration
--------------------------------------------------------------------------------
Andrew Mazzone Chief Engineer, NYSERDA year $26,202
Project and Project Manager ended 9/30/99
As Salary
For year $24,222
ended 9/30/00
Director Compensation:
Our director receives no compensation for his services as director
PROPOSAL No. 1.: Election of Directors
The Company currently has one Director, Anthony B. Mazzone, who has
served as the sole director since the incorporation of the Company. Each of the
individuals listed below as nominees for the Board of Directors:
Andrew B. Mazzone, 59 Chairman of the Board of Directors
James W. Zimbler 37 Director, President
Andrew Mazzone
From 1968 until February 15, 1995, Mr. Mazzone was employed at Metco, Westbury,
New York, a company with $180,000,000 in annual sales. A foreign holding
corporation acquired Metco on September 30, 1994, which changed the company's
name to Sulzer Metco. Mr. Mazzone, as President, resigned from Sulzer Metco
after the acquisition of Metco by Sulzer. Mr. Mazzone did so to pursue his
belief that there is an unexploited opportunity in the thermal spray industry to
set up and consolidate industrial thermal spray coatings service shops around
the world.
Some of the highlights of Mr. Mazzone's Metco career include development of
systems in pricing, marketing sales management, materials control, inventory
control, automation, new systems for factory management, compensation systems,
and the restructuring and downsizing of the operations as required. Mr. Mazzone,
during his career at Metco, held major positions as follows: Director of
Logistics, Director of Manufacturing, Director of Marketing, Director of
Operations, Executive Vice-President, and ultimately company President. Mr.
Mazzone has degrees from Babson College, Babson Park, Massachusetts, in finance
and accounting, and an advanced degree in economics with a specialty in economic
history.
Mr. Mazzone was a founder and principal in the company Investment Software
Systems. This company develops advanced search algorithms for the communications
industry, for specific use in the efficient extraction of investment related
news information. The company was sold to ADP in 1995.
Mr. Mazzone was a founder and principal in Thermaltec International, a research
and development company. By contract with Sulzer/Metco, Mr. Mazzone was
restricted from key sectors of the thermal spraying industry until 1998. At this
time Thermaltec was free to develop new technologies in the thermal spray
industry under contract from New York State to develop advanced coatings
methodologies for the chrome plate industry. Thermaltec also developed a
stand-alone pilot plant for delivering complete thermal spray coatings solutions
for lesser-developed nations. To that end, it built from the ground up, a
facility with 15 people, 6 engineers and $500,000 in revenues which offer
thermal spray solutions to Costa Rica. This plant will be the model for future
joint ventures throughout Latin America.
James W. Zimbler
Mr. Zimbler was Chairman of the Board of Directors of IntermediaNet, Inc, a
public company from January 1999 through November 1999, when he became just the
Chairman until February 2001. He was then Chairman and CEO of Universal Media
Holdings, Inc., until February 2001. From December of 1996 through November of
1998, Mr. Zimbler was President and Chief Operating Officer for Total Freight
Solutions America, Inc. (T.F.S. America, Inc.) There, he managed the day-to-day
operations of company. Mr. Zimbler was employed by Packaging Plus Services, Inc.
from August of 1994 through December of 1996. Mr. Zimbler attended Suffolk
Community College from 1983 through 1985 where he majored in Business
Administration.
PROPOSAL No. 2.: Amendment to the Certificate of Incorporation
Presently, the Company's Restated Certificate of Incorporation provides
that the total number of shares of stock authorized is 10,000,000 shares of
common stock, $.0001 par value.
The Board has determined that the Certificate of Incorporation should
be amended to increase the authorized number of shares of capital stock from
10,000,00 to 20,000,000. Of the 10,000,000 shares of Common Stock presently
authorized, as of July 2, 2001, approximately 8,200,000 shares were outstanding,
no shares were held in the Company's treasury, and additional shares have been
reserved for issuance under various compensation plans or for exercise of
warrants.
The purpose of the increase in authorized shares is to provide
additional shares of Common Stock that could be issued for corporate purposes
without further stockholder approval unless required by applicable law or
regulation or the applicable rules of any national securities exchange. Future
purposes for additional shares could include paying stock dividends, subdividing
outstanding shares through stock splits, effecting acquisitions of other
businesses or properties, securing additional financing for the operation of the
Company through the issuance of additional shares or for general corporate
purposes. The Company has no definite plan, commitment or understanding at this
time to issue any shares of the proposed additional Common Stock.
Although not definite, the Company may propose an offering during 2001
of Common Stock (or other securities, including securities convertible into
Common Stock) in an aggregate principal amount that remains to be determined.
The proceeds may be used for debt repayment, capital expenditures, effecting
acquisitions of other businesses or properties, and other general corporate
purposes. There can be no assurance that such offering will be consummated. Any
offering of Common Stock will be made only by means of a prospectus complying
with the requirements of the Securities Act of 1933. This Information Statement
does not constitute an offer to sell or a solicitation of an offer to buy, any
Common Stock.
The Company's purpose in increasing the number of authorized shares of
Common Stock available for issuance is described in the paragraph above.
Nevertheless, the additional authorized and unissued shares might be considered
as having the effect of discouraging an attempt by another entity, through the
acquisition of a substantial percentage of the Company's Common Stock, to
acquire control of the Company with a view of effecting a merger, sale of the
Company's assets or similar transaction, since the issuance of Common Stock
could be used to dilute the share ownership or voting rights of such entity.
Further, any of such authorized but unissued shares of Common Stock could be
privately placed with purchasers who might support incumbent management, making
a change in control of the Company more difficult.
The Board does not intend to issue any shares to be authorized under
the amendment except upon terms that the Board deems to be in the best interests
of the Company. The issuance of additional Common Stock may, among other things,
have a dilutive effect on earnings per share and on the equity and voting rights
of the present holders of Common Stock. The holders of Common Stock do not
presently have preemptive rights to subscribe for any of the Company's
securities and will not have any such rights to subscribe for the additional
Common Stock proposed to be authorized.
PROPOSAL No. 3.: Appointment of Independent Auditors for the Fiscal
Year ending December 2001
The Board of Directors has approved the appointment of Capraro, Centofranci,
Kramer & Co., P.C. as Independent Auditors for the fiscal year 2001.
Capraro, Centofranci, Kramer & Co., P.C. has served as the Company's principal
independent accountant to audit the Company's financial statements for the
fiscal years 19 through 2000. The Company intends to select them to audit the
Company's financial statements for the year 2001 and will make such a proposal
at the Annual Meeting of Shareholders.
COMPLIANCE WITH REPORTING REQUIREMENTS OF EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934, and the rules promulgated
thereunder, requires the Company's officers, directors, and holders of 10% or
more of its outstanding common stock to file certain reports with the Securities
and Exchange Commission. To the Company's best knowledge, based solely on
information provided to it by the reporting individuals, all of the reports
required to be filed by these individuals have been filed.
OTHER MATTERS
The Board of Directors is not aware that any matter other than those described
in the Notice of Annual Meeting of Shareholders will be presented for action at
the meeting.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Capraro, Centofranci, Kramer & Co., P.C. has served as the Company's principal
independent accountant since 19 . A representative of Capraro, Centofranci,
Kramer & Co., P.C. is expected to be present at the Annual Meeting and will have
the opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
All shareholder proposals intended to be presented at the 2001 Annual Meeting of
Shareholders must be received by the Company at its offices on or before July
15, 2001.
It is important that you attend the Annual Meeting in person to vote.
For the Board of Directors,
ANDREW B. MAZZONE,
CHIEF EXECUTIVE OFFICER
AND PRESIDENT
July 2, 2001
Hicksville, New York