8
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
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
COMPETITIVE TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
(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:
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
______________________________
PROXY SOLICITATION IN
OPPOSITION TO THE BOARD OF DIRECTORS
OF COMPETITIVE TECHNOLOGIES, INC.
______________________________
DECEMBER 18, 2006
This Proxy Statement, the accompanying letter to stockholders and the
enclosed BLUE proxy card are being furnished to the holders of Common Stock, par
value $0.01 per share, of Competitive Technologies, Inc. ("Competitive
Technologies" or the "Company"), 777 Commerce Drive, Suite 100, Fairfield,
Connecticut 06825, in connection with the solicitation of BLUE proxies by THE
COMMITTEE TO RESTORE STOCKHOLDER VALUE (the "Committee"). This Proxy Statement
will first be delivered to Competitive Technology Stockholders on or about
December 18, 2006.
The Committee is comprised of the former Chief Executive of the Company,
John Nano, as well as Ben Marcovitch, William L. Reali and Richard D. Hornidge,
Jr. Specific information with respect to each of these members of the Committee
is set forth below under "Nominees for Election as Directors."
The BLUE proxies are for use at the Annual Meeting of Stockholders of
Competitive Technologies scheduled for Tuesday, January 16, 2007 at 10:00 a.m.
local time at the American Stock Exchange, 86 Trinity Place, New York, New York
10006 (the "Annual Meeting"), and at any adjournments or postponements thereof.
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE COMMITTEE AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OF COMPETITIVE TECHNOLOGIES.
John Nano was Chief Executive Officer and President of Competitive
Technologies from 2002 to 2005. During that period, John's team relentlessly
identified growth opportunities that drove profitability and value for our
stockholders. Those efforts succeeded as earnings rose $9.7 million over a
period of three years. John's management team achieved three consecutive years
of significant profit improvements, reaching $5.7 million in fiscal 2005. That
record revenue and profit growth resulted in the Company being the fourteenth
largest percentage gaining stock in 2004 as reported by the Wall Street Journal
with an increase share price of 345%.
The current directors removed John Nano seventeen months ago for
inappropriate reasons discussed below. Since then stockholder value has
continually been squandered even as the overall stock market performs at
record-levels. In the recently announced fiscal year 2006 results, Competitive
Technologies revenues were reduced by nearly $9.0 million (or 63%), and earnings
by $8.1 million under the Company's current Board and management. The current
Board and management presided over a reversal of Competitive Technology's
fortunes from a 2005 profit of about $5.7 million, to a 2006 loss of nearly $2.4
million this year. The $8.1 million reversal under the current Board and
management, from strong profitability to appalling losses, had the predictable
effect of cratering your stock price. The existing Board of Directors and
management of Competitive Technologies have recorded losses every quarter after
they changed management.
The Committee has nominated a slate of six directors for election at the
Annual Meeting. The shares represented by each BLUE proxy which is properly
executed and returned to the Committee will be voted at the Annual Meeting in
accordance with the instructions marked thereon. Executed but unmarked BLUE
proxies will be voted for the Committee's nominees and, at the discretion of the
persons named as proxies, upon such other matters as may properly come before
the meeting.
The enclosed form of BLUE proxy may only be executed by stockholders of
record at the close of business on November 20, 2006 (the "Record Date"). There
were 8,009,380 shares of common stock, $0.01 par value ("Common Stock") and
2,427 outstanding shares of 5% preferred stock, $25 par value ("Preferred
Stock") outstanding as of November 20, 2006, according to Competitive
Technology's Proxy Statement filed on December 4, 2006. Each share of Common
Stock or Preferred Stock outstanding on the Record Date entitles the record
holder thereof to cast one vote. Business may only be transacted at a meeting
of stockholders if a quorum is present at the meeting. Such a quorum consists
of a majority of the outstanding shares entitled to vote at the meeting
represented in person or by proxy. The affirmative vote of a plurality of the
holders of Competitive Technologies' outstanding Common Stock and Preferred
Stock represented and voting at the Annual Meeting is required to elect
directors, and a vote of a majority of such holders is required to take all
other action to be considered at the Annual Meeting.
Any stockholder granting a proxy may revoke it at any time before it is
voted by executing a new proxy bearing a later date, by voting in person at the
Annual Meeting or by giving written notice of revocation to the Committee c/o
Cutler Law Group, 3206 West Wimbledon Drive, Augusta, GA 30909; facsimile (706)
738-1966.
If you hold your shares in "street name" or as a beneficial owner (in other
words your shares are held in a brokerage account and you do not physically hold
a stock certificate), you must advise your broker or nominee how to vote the
shares in writing. Please advise us and we will forward to your broker a form
of BLUE proxy. We will also pay the reasonable costs of such broker in
obtaining your proxy. If you wish to vote in person or at the meeting, you will
need to obtain from your broker (the record holder) and bring to the meeting a
BLUE 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.
If you have already executed and returned a proxy card to Competitive
Technologies, the Committee urges you to revoke it by signing, dating and
returning the BLUE proxy card in the enclosed envelope.
Remember, only your latest dated proxy counts.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE BLUE PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU NEED ASSISTANCE IN VOTING
YOUR SHARES, PLEASE CONTACT: JOHN DEREK ELWIN III; PHONE NUMBER: (561) 789-6449
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
c/o Cutler Law Group
3206 West Wimbledon Drive
Augusta, GA 30909
REASONS FOR THE SOLICITATION
As a stockholder of Competitive Technologies, you should be aware of the
following significant events that have occurred during the past seventeen
months, after removal of John Nano, which we believe reflect the deteriorating
economic condition of the Company:
The Company has gone from strong profitability of $5.7 million for fiscal
year 2005 to appalling losses of $2.4 million for fiscal year 2006. The stock
price has gone from over $10 per share to under $3 per share during the past
seventeen months.
The existing Board of Directors and their management have failed to produce
new significant royalty streams to replace the homocysteine royalty stream which
will end with the patent expiration in July 2007. Last year homocysteine
royalties accounted for approximately 70% of Competitive Technologies' revenue.
The existing Board of Directors and their management have unnecessarily
diluted the outstanding common stock, with the impact of directly and needlessly
reducing the market price, by continuing to sell newly issued shares to Fusion
Capital Fund II, LLC, even though our management team left the Company with over
$13 million in cash and zero long-term debt. During this extremely dilutive
issuance, our Company's stock price declined from over $6 per share to under $3
per share.
The existing Board of Directors and their management have compensated
themselves with increased salaries, bonuses and stock options while their lack
of performance has caused substantial losses in earnings, revenue declines and a
major drop in the market value of Competitive Technologies. As set forth in
their proxy statement, Mr. Freed, Mr. Kiley and Mr. Davidson-the existing
management team-received total compensation of $1,303,980. Does that sound like
good use of stockholder funds in a Company which continues to lose value in the
stock market? Mr. Freed's compensation package alone has gone from $244,847 in
2004 to $456,470 in 2006.
The existing Board of Directors and their management have refused to honor
the employment contract of John Nano, the former President and Chief Executive
Officer, and instead wasted significant Company funds on legal fees. John, a
key member of the Committee, had led the Company to record revenues and profits
resulting in the Company being the fourteenth largest percentage gaining stock
in 2004 on the NYSE, NASD or AMEX as reported by the Wall Street Journal. Mr.
John Nano was terminated seventeen months ago by this Board because HE REFUSED
TO SIGN THE CERTIFICATION REQUIRED UNDER THE SARBANES-OXLEY ACT UNLESS
ALLEGATIONS OF INSIDER TRADING AND SIMILAR ACTS BY BOARD MEMBERS WERE CURED AND
FULLY DISCLOSED TO THE STOCKHOLDERS.
The existing Board of Directors and their management have refused to honor
the compensation agreements of a Senior Vice President, and the Vice President
and General Counsel. Through their efforts, these two employees were directly
responsible for generating more revenue than all of the other employees
combined. Instead of rewarding performance, this Board and their management
have again elected to spend Company funds on legal fees
The existing Board of Directors and their management spent Company funds
and management resources to file a lawsuit against a fellow stockholder that
spoke his mind on a stockholder internet message board about the current
management's lack of performance. The unacceptable results of the Company
validate the concerns of this disclosing stockholder. This Board and current
management should use the Company's valuable resources of money and people to
generate new revenue and not wasted on non-productive legal fees.
After several years with the Company the existing Board of Directors and
their management only own a total of 156,430 shares, which is approximately 1.9%
of the outstanding stock.
Michael Kiley, who had been Competitive Technologies Executive Vice
President and Chief Operating Officer, resigned on November 27, 2006 after
having only served as COO of the Company since August 25, 2005. What makes a
COO quit after only a year on the job when he had a salary of $225,000 and other
compensation totaling $322,670? Why was Mr. Kiley then given a consulting
contract with a minimum guarantee of $20,000 per month plus expenses after
questionable performance with the Company?
The existing Board of Directors have refused to replace directors despite
widespread stockholder dissent and concerns.
We strongly believe these serious issues demonstrate the continued
unacceptable performance of this Board and their management and substantial
failures in their fiduciary responsibilities to Competitive Technologies
stockholders. We therefore request your support in replacing the entire Board
of Directors to return Competitive Technologies to the attractive growth
business that we had achieved as recently as 2005.
THE COMMITTEE'S PLAN FOR COMPETITIVE TECHNOLOGIES
To restore our Company's profitability and stockholder value, we are firmly
committed to the replacement of the entire Board of Directors and return of our
successful management team. Our team urgently asks for your support as a
stockholder, advisor or broker to restore the Company to profitability, to drive
growth and to increase stockholder value.
For our fellow stockholders, the Committee has a planned, strategic focus
for the future turnaround and success of Competitive Technologies. We will
aggressively leverage near-term opportunities while executing our longer-term
strategy for sustained growth.
As many of you are aware and as more fully set forth below, our management
team has a proven track record through its previously successful transformation
of Competitive Technologies. Under the leadership of John B. Nano, our
management delivered on its commitment to drive revenue growth, improve
profitability and strengthen the balance sheet which significantly increased the
stockholder value of the Company (as measured in market price) during the three
year fiscal period ending in 2005. During that period, implementation of our
management's successful strategy resulted in revenue growth of 546% and a profit
increase of $9.7 million, from a $4.0 million loss in fiscal 2002 to a $5.7
million profit in fiscal 2005. Cash on the debt-free balance sheet reached a
level of $14.3 million, and Competitive Technologies' market capitalization
increased significantly from approximately $10 million to in excess of $100
million in 2005. Our strategic implementation of management's plans drove this
success during a challenging business environment and a difficult economy.
The Committee's plan is to generate profitable growth by focusing on the
attractive global market opportunities for innovative technologies to license
and commercialize. Through our management team, we will continue to focus on
the core strategy for the attractive, high return on investment, licensing
business model. In addition, our management will target and exploit
commercialization opportunities that offer accelerated growth though strategic
partnerships and relationships.
All the key market drivers for our technology licensing business model
continue to be favorable and include:
An increased number of new patents available which creates licensing
opportunities to fill market needs
Utilization of licensing with a substantial reduction in time to market
which provides significant competitive advantages
The comparative high cost of internal research and product development
compared to licensing
The licensing market is attractive in size and growth with major global
companies spending billions in licensing fees annually. Last year, Samsung paid
approximately $1.5 billion in licensing fees and LG paid approximately $1.0
billion in licensing fees. Companies like Qualcomm receive millions of dollars
per year in licensing fees creating a market value for Qualcomm stock of over
$60 billion. Successful licensing companies like Qualcomm, IBM and Microsoft
validate the attractiveness of this business model for companies that can
execute. The Committee's management team has a proven track record of success
in the licensing business and plans to aggressively exploit near-term licensing
opportunities currently available.
In addition to our core licensing business, the Committee plans to
accelerate growth by targeting selected commercialization opportunities that we
will capitalize on though strategic partnerships and relationships. Two large,
profitable and attractive global markets have been specifically targeted by our
experienced management. Both of these opportunities require innovative
technologies to fulfill unmet needs in the marketplace. Our management team can
provide those technologies.
One area of business opportunity we have targeted is in the large and
profitable pharmaceutical market. The Committee's management team has potential
access to a portfolio of innovative technologies that could fill unmet market
needs such as safely reducing cholesterol levels, lowering hypertension,
suppressing appetite and other similar needs. In addition to our potential
source for these desirable technologies, a major Asian partner we have
identified could provide commercial distribution for these technologies in the
near-term.
Another area of business opportunity we have selected for the new
Competitive Technologies after our successful re-election to management is the
growing need for alternative energy sources. For example, we have potential
access to patented technologies that could fill an unmet market need for greater
cost effectiveness in solar panels. This portfolio of patented technologies has
the potential to reduce the cost to manufacture solar panels and enables the
conversion of solar energy to electricity more efficiently. Demand for energy
continues to grow globally driving the opportunities for this potentially
valuable patent portfolio in the near-term.
The Committee's management team has successfully demonstrated this ability
to create and implement strategic plans that generate revenue and profitable
growth for both the near-term and longer-term at Competitive Technologies. Our
experienced management is uniquely qualified to capitalize on the attractive
market opportunities currently available to increase stockholder value again and
provide a bright future for the Company.
Your support is urgently needed by sending us your BLUE proxy and
consequently electing our slate of Directors, which gives us the ability to
unlock the potential in Competitive Technologies and restore stockholder value.
NOMINEES FOR ELECTION AS DIRECTORS
Competitive Technologies' Board of Directors currently consists of six
members. Each director elected at the meeting will have a term expiring at the
2008 annual meeting of stockholders or until his successor is duly elected and
qualified.
The Committee has nominated John B. Nano, Ben Marcovitch, William L. Reali,
Joel M. Evans, MD., Richard D. Hornidge, Jr. and Ralph S. Torello to be elected
by stockholders to the Company's Board of Directors at the Annual Meeting. Each
of these nominees has consented to serve as a director if elected, and it is not
contemplated that any of the nominees will be unavailable for election as a
director. If any of these nominees should for any reason fail to be a candidate
for election as a director at the Annual Meeting, the persons named on the
enclosed BLUE proxy will vote for a substitute nominee selected by the
Committee.
None of the nominees of the Committee has, during the past ten years, been
convicted in any criminal proceeding. Except with respect to Mr. Nano who will
be appointed as President and Chief Executive Officer, none of the nominees of
the Committee have any arrangement or understanding with respect to any future
employment with Competitive Technologies or its affiliates, or with respect to
any future transactions to which Competitive Technologies or its affiliates will
or may be a party.
After the nominees are elected directors, the nominees intend to buy shares
in the company to further align their interests with fellow shareholders. The
following information is provided with respect to the Committee's nominees for
directors of Competitive Technologies:
JOHN B. NANO, 62, the President and Chief Executive Officer who was forced
out seventeen months ago by the Board, would return as Director, President and
Chief Executive Officer. Mr. Nano was President and Chief Executive Officer of
Competitive Technologies, Inc. from June 2002 until June 2005. Since his
removal by the existing Board, in January 2006 Mr. Nano become President and
Chief Executive Officer of Articulated Technologies, LLC., a company involved in
creating and commercializing patented light emitting diode technologies for
global solid state lighting applications. Mr. Nano also served as Chief
Financial Officer of Competitive Technologies from August 2003 to May 2004.
From 2000 to 2001, he served as a Principal reporting to the Chairman of
Stonehenge Network Holdings, N.V., a global virtual private network provider,
with respect to certain operating, strategic planning and finance functions.
From 1998 to 1999, Mr. Nano served as Executive Vice President and Chief
Financial Officer of ConAgra Trade Group, Inc., a subsidiary of ConAgra, Inc.,
an international food company. From 1993 to 1998, he served as Executive Vice
President and Chief Financial Officer of Sunkyong America, the American
subsidiary of the Sunkyong Group, a Korean conglomerate, and President of an
Internet Startup Division of Sunkyong America. Mr. Nano owns 22 shares of
Competitive Technologies, Inc. stock and has an option to purchase 75,000
additional shares which is presently disputed by the Company. After the change
in management, Mr. Nano intends to buy additional shares in the company as he
previously did when he was President and Chief Executive Officer.
As more fully set forth below under "Certain Litigation", Mr. Nano is
involved in litigation pending against the Company in connection with his
previous employment agreement with the Company and wrongful termination.
Returning Mr. Nano to his very successful role as President and Chief Executive
Officer will resolve this costly outstanding litigation.
BEN MARCOVITCH, 72, will be elected as a Director of the Company. Mr.
Marcovitch has over 50 years of in-depth experience in corporate finance,
financial reporting, and compliance matters. From 2004 through the present, Mr.
Marcovitch has been a financial advisor for AgroFrut E.U., a company located in
Cali, Columbia involved in fruit processing for nutriceutical operations. From
July 2002 to October 2003 Mr. Marcovitch was President of DDS Technologies,
Inc., and became Chairman and Chief Executive Oficer of DDS Technologies, Inc.
in October 2003 where he remained until April 2004. DDS Technologies, Inc. is
an international venture capital and corporate management company with several
offices in two countries. From 2000 to 2001, Mr. Marcovitch was a Director and
Chairman of the Board of Findex.com, Inc., a developer, publisher and
distributor of Christian faith-based software products to individuals and
religious organizations. Mr. Marcovitch is not presently a stockholder of the
Company.
WILLIAM L. REALI, 64, will be elected as a Director of the Company. Mr.
Reali is a Certified Public Accountant with the firm of Reali, Giampetro and
Scott in Canfield, Ohio. The firm provides accounting, tax and consulting to a
variety of business clients. Mr. Reali's primary experience during the past
five years has been in business consulting. Mr. Reali is not presently a
stockholder of the Company.
RICHARD D. HORNIDGE, JR., 60, will be elected as a Director of the Company.
Mr. Hornidge is a long time and respected stockholder of Competitive
Technologies, and owner of 62,000 shares of Competitive Technologies common
stock, which is more shares than ANY of the existing management of the Company.
Since February 2005, Mr. Hornidge has been a tennis professional at Willows
Racquet Club in Byfield, Massachusetts. From June 1984 through June 1989, Mr.
Hornidge was President of Tennis Associates, a tennis 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.
JOEL M. EVANS, M.D., 46, will be elected as a Director of the Company. 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.CDr. 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
brings key nutriceutical experience to the Company. Dr. Evans is not presently
a stockholder of the Company.
RALPH S. TORELLO, 68, will be elected as a Director of the Company. For
the past five years, Mr. Torello has been an independent financial consultant
advising various companies on their financial strategies. Included among the
companies that Mr. Torello has performed consulting services are Goodnight
Audio, a full service recording studio, Patriot American Mortgage, a commercial
and home mortgage company, DDS Technologies, Inc., an organic waste processor,
Coit Medical, a medical accessory marketer and other miscellaneous companies and
individuals. Mr. Torello is not presently a stockholder of the Company.
CERTAIN LITIGATION
John B. Nano, the Committee's nominee for Director President and Chief
Executive Officer, was the President and Chief Executive Officer of Competitive
Technologies who was forced out seventeen months ago by the Board. Mr. Nano has
a lawsuit pending against Competitive Technologies. In Nano v. Competitive
Technologies, Inc., Docket No. 3:06-cv-00817, pending in United States District
Court for the District of Connecticut, Mr. Nano seeks damages for the Company's
wrongful termination in retaliation for expressing concerns about allegations of
insider trading, inappropriate corporate governance and lack of independence in
the law firm selected to conduct an investigation of the issues he raised. The
lawsuit alleges that the Company violated the Sarbanes-Oxley legislation's
whistleblower protection. In addition, Mr. Nano seeks compensatory damages for
the Company's failure to honor his existing Employment Agreement or its failure
to honor the Separation Agreement and General Release that was negotiated by the
Board as a substitute for it. Competitive Technologies then sued Mr. Nano. In
Competitive Technologies, Inc. v. Nano, Docket No. FST-CV-065-40076245973S,
pending in Connecticut Superior Court, Judicial District of Stamford,
Competitive Technologies makes numerous claims against Mr. Nano, including
alleged breach of contract, breach of his fiduciary duty, breach of his duty of
loyalty, an alleged failure by him to turn over a director's fee paid to him by
another company (even though Mr. Nano's service on the other board was disclosed
and Mr. Nano's receipt of a director's fee was approved by Competitive
Technologies' counsel).(1) Mr. Nano believes that the lawsuit against him by
Competitive Technologies is retaliatory, that his actions have not been wrongful
-------------------------
1 In its original complaint, Competitive Technologies also alleged that Mr. Nano
had improperly kept and disseminated proprietary company materials after being
terminated. The company sought an injunction to enjoin Mr. Nano from possessing
the property or disseminating it to third parties. The Company materials that
were allegedly wrongfully retained by Mr. Nano were retained at the time he was
terminated because of a misunderstanding. This material was immediately
returned by Mr. Nano to Competitive Technologies, without him keeping any
copies, when the misunderstanding became apparent. Because he had not kept the
materials wrongfully and had not disseminated them to anyone, Mr. Nano
voluntarily and readily entered into a stipulation that the injunction should
enter, thereby making that portion of the company's lawsuit moot.
and that Competitive Technologies has incurred no provable damages.
Mr. Nano's damages for the breach of contract and his Sarbanes-Oxley claims
against Competitive Technologies have been calculated to exceed $5 million. Mr.
Nano was not terminated for cause and he had accepted the Separation Agreement
offered to him by the Company, valued at approximately $1.4 million, primarily
for salary and bonuses under his agreements. The Company did not honor either
Mr. Nano's Employment Agreement or the substituted Separation Agreement.
If Mr. Nano's slate of directors were to succeed in this proxy
solicitation, Mr. Nano has agreed to resolve these actions and enter into an
employment agreement on roughly the same terms as his former employment
agreement. Mr. Nano's employment agreement would provide for the same salary of
$350,000 and the same bonus based on performance with a target of 50% of salary.
The resolution of his lawsuit would include the compensation primarily for
salary and bonuses to which Mr. Nano was entitled under his agreements of
approximately $1.85 million and the payment of his legal fees of $650,000.
OTHER BUSINESS
The Committee is not aware of any other matters that will be considered at
the Annual Meeting. However, if any other matters are properly brought before
the Annual Meeting, the persons named on the enclosed BLUE proxy will vote the
shares represented by the BLUE proxy in accordance with their judgment on such
matters.
PROXY SOLICITATION
The cost of soliciting proxies by the Committee will be borne by it. To
the extent legally permissible, the Committee intends to seek reimbursement from
Competitive Technologies for such cost. The Committee does not currently intend
to submit approval of such reimbursement to a vote of Competitive Technologies
stockholders at a subsequent meeting.
In addition to this initial solicitation of proxies by mail, email and/or
facsimile, other solicitation may be made by members of the Committee without
additional compensation except for reimbursement of reasonable out-of-pocket
expenses. The Committee will pay to banks, brokers and other fiduciaries their
reasonable charges and expenses incurred in forwarding proxy materials to their
principals and in obtaining authorization for execution of proxies. Total costs
to date for solicitation of proxies by the Committee is approximately $25,000.
Total estimated costs for this solicitation will be approximately $50,000.
ADDITIONAL INFORMATION
CONCERNING COMPETITIVE TECHNOLOGIES, INC.
To the best knowledge of the Committee, no one person or group is the
beneficial owner of more than 5% of Competitive Technologies common stock.
Competitive Technologies proxy statement filed on December 4, 2006 contains
information with respect to ownership of common stock by the Directors and
Officers of Competitive Technologies. Such information reflects direct
ownership of a total of 156,430 shares of common stock with an additional
375,250 subject to options.
Proposals by security holders under Rule 14a-8 to be presented at
Competitive Technologies' 2008 annual meeting must be received at Competitive
Technologies offices not later than 120 days before the mailing of the Company's
proxy statement for the 2008 annual meeting. The Company in its Proxy Statement
has anticipated that this date would be no later than August 6, 2007.
Copies of this Proxy Statement and any additional solicitation material we
may provide or file is available on the website of the Securities and Exchange
Commission, www.sec.gov. On written request, we will provide without charge to
any record or beneficial owner of the Company's common or preferred stock a copy
of such Proxy Statement or other materials. Written requests should be
addressed to: Committee to Restore Stockholder Value, c/o Cutler Law Group,
3206 West Wimbledon Drive, Augusta, GA 30909. Copies of the Company
Management's proxy statement, Annual Report on 10-K and other periodic reports
may be obtained at the website of the Securities and Exchange Commission,
www.sec.gov.
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE
ENCLOSED ENVELOPE. BY SIGNING AND RETURNING THE ENCLOSED BLUE PROXY CARD, ANY
PROXY PREVIOUSLY SIGNED BY YOU WILL AUTOMATICALLY BE REVOKED. IF YOU NEED
ASSISTANCE IN COMPLETING YOUR PROXY, PLEASE CALL JOHN DEREK ELWIN AT (561)
789-6449.
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
COMPETITIVE TECHNOLOGIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS-JANUARY 16, 2007
THIS PROXY IS SOLICITED BY THE COMMITTEE TO RESTORE STOCKHOLDER VALUE IN
OPPOSITION
TO MANAGEMENT'S NOMINEES FOR THE BOARD OF DIRECTORS OF COMPETITIVE TECHNOLOGIES,
INC.
The undersigned hereby appoints John B. Nano and M. Richard Cutler, and
each of them, with full power of substitution and resubstitution, the
attorney(s) and proxy(ies) of the undersigned, to vote all shares the
undersigned may be entitled to vote, with all powers the undersigned would
possess if personally present at the Annual Meeting of Stockholders of
Competitive Technologies, Inc., to be held on Tuesday, January 16, 2007, and at
any adjournments or postponements thereof on the following matters, as
instructed below, and, in their discretion, on such other matters as may
properly come before the meeting, including any motion to adjourn or postpone
the meeting, all as more fully described in the Proxy Statement of The Committee
to Restore Stockholder Value ("Committee"), dated December 18, 2006.
1. ELECTION OF DIRECTORS
[ ] For all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as indicated to the contrary below) for all nominees
JOHN B. NANO, BEN MARCOVITCH, WILLIAM L. REALI, JOEL M. EVANS, MD.,
RICHARD D. HORNIDGE, JR. AND RALPH S. TORELLO
INSTRUCTION: If you wish to withhold authority and preclude the proxy(ies) from
voting for any individual nominees, write the name(s) of such nominee(s) in the
space provided below:
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2. IN THEIR DISCRETION THE PROXIES NAMED ABOVE ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
(Continued on reverse side)
[REVERSE SIDE OF PROXY BELOW]
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. UNLESS OTHERWISE SPECIFIED, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE COMMITTEE'S NOMINEES AS DIRECTORS.
This proxy revokes all prior proxies given by the undersigned.
Dated:____________________________________ 200___
Signature:________________________________________
Signature if
held jointly_______________________________________
IMPORTANT: Please sign exactly as name appears on
your stock certificate. Joint owners should each sign.
Executors, Administrators, Trustees, etc. should so
indicate when signing, and where more than one is
named, a majority should sign.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN
THE ENCLOSED ENVELOPE.