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. 3)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X ] 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 issued the following press release
on January 22, 2007:
For immediate release
COMMITTEE TO RESTORE STOCKHOLDER VALUE AFFIRMS
MEMBERS OF CTT BOARD INVOLVED IN FEDERAL COURT CHARGES
AUGUSTA, GA (JANUARY 22, 2007) THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
announced today that members of the current Board of Directors of Competitive
Technologies, Inc. (AMEX: CTT), based in Fairfield, CT, are named in the US
District Court for the District of Connecticut Civil Case - 3:06-00817 as being
allegedly involved in insider trading, failures in corporate governance and lack
of fiduciary responsibility to CTT shareholders.
The Committee states that in the time since the CTT Annual Meeting on January
16, 2007 at the American Stock Exchange, current management has taken actions
that the Committee believes are damaging to shareholders, moot and
unenforceable. The Committee believes that there was a quorum represented at the
scheduled Annual Meeting, more than 50% of shares outstanding, and that at the
Annual Meeting the Committee had a majority of shares cast, which if the matter
had been presented, would have resulted in election of the Committee's nominees.
While this matter is subject to a challenge, which will be adjudicated on
Tuesday, January 23, 2007, it is the Committee's opinion that there is no
adjournment of the original meeting. A total of approximately 2.65 million
shares have voted for the Committee's slate, versus approximately 1.74 million
for the CTT current management. Votes, of course, are subject to change and
newly submitted proxy cards will revoke previously voted cards, so consequently
the Committee strongly requests shareholders who previously voted WHITE to send
in a new BLUE proxy to support the Committee's nominees. Nevertheless, the
voting totals presented so far from ADP tallies clearly show an overwhelming
majority of shareholder votes support the Committee's slate on the BLUE proxy,
WITH A LEAD OF 0.9 MILLION VOTES. Shareholders who have not yet voted, or who
want to change to the BLUE-proxy Committee slate, can do so until the voting is
confirmed as closed. Shareholders are reminded that only the latest dated proxy
counts and consequently for their vote to count on behalf of the Committee, they
must send in a later dated BLUE proxy. Anything sent on the WHITE proxy card
will not count to support the nominees of the Committee.
Among actions taken by CTT are those addressed in their press release issued on
January 19, 2007 at 7:30 AM ET. The Committee strongly believes that this CTT
release is misleading, politically motivated, and against the interests of the
CTT shareholder. The implication of the release is that the Board-announced
planned management changes are imminent. In fact, it is entirely possible that
they will not take place for some extended period of time. Upon examination of
the release, it is obvious that Chairman Carver can remain on the Board for at
least another year, and that D.J. Freed will step down as President and CEO only
"as soon as a successor has been identified and hired," and that he will remain
on CTT's Board indefinitely, since no mention is made of resignation from his
Board position. The Committee also notes that none of the actions noted in the
release are enforceable since there is no contractual obligation and the
officers would remain in place past the meeting if they are not removed. Please
vote the BLUE proxy to assure that current management is ousted from CTT.
Shareholders should also note that the termination of Freed provides for
compensation "as if a change in control had occurred." That would give Freed at
least one year of full salary and benefits, plus immediate full vesting of all
previously granted options. Again, all at the expense of CTT shareholders.
These directors have also taken another VERY DETRIMENTAL action designed to
protect themselves from their own actions at Shareholders' expense. A Form 8-K
filed with the Securities and Exchange Commission (SEC) on January 19 by CTT for
"Entry into a Material Definitive Agreement" states that on January 18, 2007,
two days after the CTT Annual Meeting, the Board gave themselves and CTT's CFO,
Michael Davidson, indemnification against lawsuits. Again, this is all at the
expense of the shareholder. Indemnification is simply not needed or appropriate
if they performed their duties properly, if they are not concerned about RICO
and insider trading and other charges. In addition, indemnification simply
cannot be legally obtained for illegal acts. And absolutely not post-event.
The Committee reminds shareholders that until the proxy challenge is confirmed
closed their support is urgently needed to stop this current Board from further
harming the company and its shareholders. The current management and Board have
presided over the appalling decline in revenue from $14.2 million to $5.2
million, loss of profitability from a profit of $5.7 million to a loss of $2.4
million and the drop in stock price from over $15 per share to under $2.50. The
delaying actions of the current Board subsequent to the meeting have enabled
them to spend even more shareholder money in an attempt to get elected. The
current Board has spent $9.6 million during the last five quarters without
producing any visible results to replace expiring patents.
The Committee advises CTT shareholders that if they are dissatisfied with the
way in which the Annual Meeting on January 16, 2007 was conducted, or any other
subsequent action by current CTT management, they can register a complaint by
accessing the "File Tip or Complaint" section of the Investor Information
portion of the Securities and Exchange website, www.sec.gov, or send a fax to
202 772 9295.
It is time for shareholders to make the current management and Board of CTT act
responsibly, to answer to the shareholder owners in a proper manner. UNTIL THIS
ISSUE IS FULLY RESOLVED, SHAREHOLDERS ARE REMINDED THAT THEY MUST VOTE ON THE
BLUE PROXY FOR THE COMMITTEE'S SLATE OF DIRECTORS, FOR THE VOTE TO COUNT IN
FAVOR OF THE COMMITTEE'S NOMINEES. ANY VOTE ON THE WHITE PROXY DOES NOT SUPPORT
THE COMMITTEE'S NOMINEES.
THE ONLY WAY TO STOP THE CURRENT BOARD IS TO VOTE THE BLUE PROXY IMMEDIATELY ON
LINE (WWW.PROXYVOTE.COM) OR BY PHONE (1-800-454-8683).
The Committee believes that the extensive qualifications of their slate of
candidates will return to CTT substantial business experience in CTT's business,
a successful track record in managing growth, and serious management expertise
through a legacy team. The Committee urgently asks for support of the CTT
shareholders, advisors and brokers to restore CTT to profitability, to drive
growth and to increase shareholder value.
More information on the Committee's proxy filing (DFRN14A, filed by
non-management on December 26, 2006) is available at the SEC website,
www.sec.gov, under company filings. Any questions can be addressed by contacting
the Committee.
Contact: John Derek Elwin III
Tel: 561 789 6449
Email: restorevalue@yahoo.com