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. 2)
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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)
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THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
AN URGENT MESSAGE TO
COMPETITIVE TECHNOLOGIES, INC. STOCKHOLDERS
We believe Competitive Technologies is out of control; losses are mounting,
conflicts have divided management and the stock price has plummeted. In our
opinion, Competitive Technologies' viability as a public company is being
seriously threatened under current management.
These conflicts include many matters which will be detailed in our upcoming
proxy materials, including problems with substantial and often unnecessary
litigation, substantial increases in executive compensation while faced with
increasing losses and diminishing stockholder value, failure to produce new
revenue streams, substantial stock dilution, failure to honor contracts and many
other matters.
While John Nano served as Chief Executive Officer and President of
Competitive Technologies from 2002 to 2005, our loyal team relentlessly
identified growth opportunities that drove profitability and value for our
shareholders. Our efforts succeeded as earnings rose $9.7 million over a period
of three years. Our management team achieved three consecutive years of
significant profit improvements, reaching $5.7 million in fiscal 2005. Our
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%.
Unfortunately, our team's strong profitability for CTT was converted into
corporate and shareholder losses by the current Board and management after the
Board changed management 17 months ago. At that time, the success of our
management was reflected in CTT stock prices over $10 per share. During the
tenure of and because of actions by the current Board, 80% of CTT's stock market
value has been destroyed.
On the watch of the current Board and management, shareholder value was
squandered even as the overall stock market performs at record levels. In the
recently announced fiscal year 2006 results, revenues were reduced by nearly
$9.0 million (or 63%), and earnings by $8.1 million under CTT's current Board
and management. The current Board and management presided over a reversal of
CTT'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 CTT's stock price. CTT's Board and management
have recorded losses every quarter after they changed management.
To restore our Company's profitability and shareholder value, we are firmly
committed to the replacement of the Board of Directors and return of our
successful management team. WE WILL SOON BE MAILING TO YOU PROXY MATERIAL
SOLICITING YOUR PROXY TO ELECT A SLATE OF DIRECTORS IN OPPOSITION TO THE SLATE
PROPOSED BY THE EXISTING MANAGEMENT GROUP. Our proxy will describe what we
believe are the failures of the current management. It will also describe the
extensive qualifications of our slate of candidates, whom we believe will return
to CTT substantial experience in the Company's business, a successful track
record in managing growth and serious management expertise through our legacy
team. Our team urgently asks for your support as a shareholder, advisor or
broker to restore the Company to profitability, to drive growth and to increase
shareholder value.
Please refrain from voting any proxy sent to you by the management of CTT
until you have had the opportunity to consider our material. ALTHOUGH WE ARE
NOT YET SOLICITING YOUR PROXY, WE ARE ANXIOUS TO HEAR YOUR VIEWS. PLEASE USE
THE COUPON BELOW TO SHARE WITH US YOUR CONCERNS ABOUT THE COMPANY. This
information will not be used for any other purpose.
Thank you in advance for your consideration to restore CTT to the bright
future our Company enjoyed under our past stewardship and will again enjoy upon
our return to CTT.
Sincerely,
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
John B. Nano, Committee Member and Director Nominee
TO: THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
C/O CUTLER LAW GROUP
3206 WEST WIMBLEDON DRIVE
AUGUSTA, GA 30909
FAX: (706) 738-1966
EMAIL: RCUTLER@CUTLERLAW.COM
Name___________:_____________________________________________________
Stockholder [ ] of record or [ ] in street name
Brokerage firm holding your shares ______________________________
Number of Competitive Technologies Shares Held _________________
Your telephone number (day)(___)_________ (night) (___)__________
We appreciate your comments:________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
WE ARE NOT CURRENTLY ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY AT THIS TIME.
INFORMATION CONCERNING
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
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:
JOHN B. NANO, 62, the President and Chief Executive Officer who we believe
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. 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.
We strongly believe the current Board terminated Mr. Nano in June 2005 for
his refusal to certify the Chief Executive Officer certification required under
Sarbanes-Oxley legislation disclosure requirements due to insider trading
allegations. The minutes written by the Company of the Board Meeting on June
14, 2005 state that Mr. Nano was terminated by the current Board. The minutes
were presented by the Company and are part of the evidence in Mr. Nano's
litigation in Connecticut Superior Court. Mr. Nano was terminated on June 14,
2005, the last day for the Company to file the Chief Executive Officer
Certification required under Sarbanes-Oxley legislation. Mr. Nano had refused
to sign unless the allegations of insider trading were cured and disclosed to
the shareholders. Mr. Nano was terminated by the Board on June 14, 2005 and
Donald Freed was appointed Chief Executive Officer. Donald Freed signed the
certification without any disclosures of the insider trading allegations that
were under investigation and of serious concern to Mr. Nano.
As set forth in more detail below, Mr. Nano has a lawsuit pending against
Competitive Technologies in United States District Court, for the District of
Connecticut alleging the Company violated the Sarbanes-Oxley legislation's
whistleblower protection. Prior to his termination, Mr. Nano and others
expressed serious concerns of insider trading activities to John Sabin, Chairman
of the Audit Committee of the Board, other members of the Board, lawyers for the
Company including Chris Robertson of Seyfarth Shaw LLP, attorney John Sten at
Greenberg & Traurig, and also advised the Securities Exchange CommissionMr. Nano
has evidence of these insider trading activities that include testimony under
oath from Richard Carver, Chairman of the Board. The Committee will provide
upon request written transcripts of Richard Carver's testimony which he provided
under oath in Connecticut Superior Court, before Judge Lewis on November 14,
2005. On that transcript on page 173 (lines 18 thru 27) and page 174 (lines 1
thru 14) Richard Carver testifies that he told Donald Freed and others in early
April that he was going to terminate John Nano. After having received that
inside information, only days later on April 27 and 28, 2005 Donald Freed sold
all of his available shares and options for Competitive Technologies stock
including all shares owned, all vested options and all 401(k) shares. Donald
Freed's stock sales were reported to the SEC on filings on Form 4 and are all
available on the SEC Edgar system. The termination of Mr. Nano was not made
public by Competitive Technologies until June 14, 2005 after the market closed
This and other evidence of insider trading caused Mr. Nano serious concerns
about violations of SEC regulations and fraud against shareholders by members of
the Board of the Company. We believe that Mr. Nano was terminated because he
voiced those concerns and emailed those concerns to John Sabin, Chairman of the
Audit Committee and voiced those concerns to lawyers for Seyfarth Shaw including
Chris Robertson.
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. 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. 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 North Andover, Massachusetts. 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.
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.
STOCKHOLDERS OF COMPETITIVE TECHNOLOGIES ARE ADVISED TO READ THE PROXY STATEMENT
OF THE COMMITTEE TO RESTORE STOCKHOLDER VALUE WHEN IT IS AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS MAY OBTAIN A COPY OF SUCH
PROXY STATEMENT FROM THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT
WWW.SEC.GOV. STOCKHOLDERS MAY ALSO OBTAIN A COPY OF SUCH PROXY STATEMENT FROM
THE COMMITTEE WITHOUT CHARGE BY WRITING TO THE COMMITTEE TO RESTORE STOCKHOLDER
VALUE, C/O CUTLER LAW GROUP, 3206 WEST WIMBLEDON DRIVE, AUGUSTA, GEORGIA 30909.