UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
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1934
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Definitive
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Competitive
Technologies, Inc.
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
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DateFiled
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COMPETITIVE
TECHNOLOGIES, INC.
777
Commerce Drive, Suite 100
Fairfield,
Connecticut 06825
On
January 8, 2007, Competitive Technologies, Inc. began distributing the following
letter to its stockholders:
Vote
Your WHITE Proxy Card Today
January
8, 2007
Dear
Fellow Shareholders:
We
apologize for all the mailings
you have
recently received, but we are forced to do this because of the disruptive proxy
fight being waged against your Company by a small group of dissident
shareholders (the “Nano Group”) attempting to take control of your Company.
Only
the latest dated proxy card counts,
so we
are asking all shareholders to confirm their vote by sending in another WHITE
proxy card.
Reject
the Nano Group
Your
Board unanimously recommends that you reject
the Nano Group and its nominees.
Your
Board believes that the Nano Group’s nominees are not qualified and represent
the Nano Group’s self-serving interests. Do
not return any blue proxy sent to you by the Nano Group, not even in
protest.
The
Nano Group’s Misleading Campaign
You
may
have recently received a letter from the Nano Group. We urge you to treat this
letter with caution and to be wary of this further attempt by the Nano Group
to
disseminate self-serving information. In our opinion, the letter
mischaracterizes numerous issues regarding your Company and
management.
Contrary
to Mr. Nano’s assertions, excluding non-recurring revenues from legal cases and
other items, and homocysteine-related revenues which expire in July 2007,
CTT’s
annually recurring retained royalties actually declined by a shocking 48% on
Mr.
Nano’s watch
between
fiscal 2002 and fiscal 2005. This dramatic drop resulted primarily from expiring
patents that were not replaced with new revenue sources. During Dr.
Freed’s first year as CEO, CTT’s annually recurring retained royalties increased
approximately 5%.
Mr.
Nano has stated that, if elected, he intends to pay himself what amounts to
over
20% of the Company’s cash-on-hand to settle his contrived litigation with the
Company.
How does
this self-serving action help the shareholders?
Mr.
Nano
alleges that the Company failed to honor his employment agreement and/or a
draft
separation agreement that he states was negotiated by the Board as a substitute
for the employment agreement. On
the contrary, due to Mr. Nano’s actions during the course of negotiations on a
separation agreement, the Company ultimately declined to enter into any
agreement and instead offered to honor the terms of Mr. Nano’s existing
employment contract. Mr. Nano refused that offer, and instead sued the Company.
The Company later learned that Mr. Nano had breached the terms of his underlying
employment agreement in a number of ways.
Mr.
Nano
continues to mislead you with his questionable “resume.” The
Nano
Group’s proxy material indicates that John Nano was appointed President and
Chief Executive Officer of a Connecticut limited liability company in January
2006.
The website for the State of Connecticut’s Secretary of State has no record of
John Nano serving as one of the company’s officers, and subsequent calls to this
company reveal that John Nano is not even an employee! If Mr. Nano cannot be
found at a company he claims to run, can you trust the man to lead your
Company?
Our
Strategic Plan is Working
The
strategic plan we undertook eighteen months ago has laid the foundation for
a
revitalized CTT.
The next
few years should be an exciting time as CTT begins to realize the tangible
results of its investments and the hard work now underway. We have a focused
and
energetic management team and a talented group of business professionals. We
are
confident that our team has the ability and fortitude to transform CTT into
a
business that delivers consistent profitability which, in turn, will drive
shareholder value. And the Company is always open to suggestions from
shareholders for helping us to accomplish this.
Please
vote the WHITE management
proxy card now
- the
annual meeting of shareholders is January 16 - only days away. If
you have any questions or need assistance in voting your shares, please call
Morrow & Co., Inc., a proxy solicitation firm that is assisting us in the
solicitation of proxies, at 1-800-267-0201.
Even
if
you have voted before, we urge you to sign,
date and return the enclosed WHITE proxy card.
Since
time is short, you can vote by phone or Internet - please follow the enclosed
instructions.
Thank
you
for your continued loyalty and support.
Sincerely,
The
Board and Management of Competitive Technologies, Inc.
Statements
about our future expectations, including development and regulatory plans,
and
all other statements in this document, other than historical facts, are
“forward-looking statements” within the meaning of applicable Federal Securities
Laws, and are not guarantees of future performance. If and when used herein,
the
words “may,” “will,” “should,” “anticipate,” “believe,” “appear,” “intend,”
“plan,” “expect,” “estimate,” “approximate,” and similar expressions, as they
relate to us or our business or management, are intended to identify such
forward-looking statements. These statements involve risks and uncertainties
related to our ability to obtain rights to market technologies, market
acceptance of and competition for our licensed technologies, growth strategies
and strategic plans, operating performance and financing of our operations,
industry trends, and other risks and uncertainties inherent in our business,
including those set forth in Item 1A under the caption “Risk Factors,” in our
most recent Annual Report on Form 10-K for the year ended July 31, 2006, filed
with the Securities and Exchange Commission (“SEC”) on October 30, 2006, and
other factors that may be described in our other filings with the SEC, and
are
subject to change at any time. Our actual results could differ materially from
these forward-looking statements. We undertake no obligation to update publicly
any forward-looking statement.
Important
Additional Information Filed with the SEC
CTT
has
filed a definitive proxy statement with a WHITE proxy card for the election
of
directors nominated by the Board of Directors with the SEC. CTT STOCKHOLDERS
ARE
URGED TO READ THE PROXY STATEMENT FILED WITH THE SEC BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors can obtain free copies of the proxy statements
through the website maintained by the SEC at www.sec.gov.
In
addition, investors can obtain free copies of the proxy statements from CTT
by
contacting Secretary, c/o Competitive Technologies, Inc., 777 Commerce Drive,
Suite 100, Fairfield, Connecticut, 06825, or you can contact us by phone at
(203) 368-6044, or email at ctt@competitivetech.net.
CTT,
its
directors and named executive officers may be deemed to be participants in
the
solicitation of CTT’s security holders in connection with its 2007 Annual
Meeting of Stockholders, which will be held on January 16, 2007. Security
holders may obtain information regarding the names, affiliations and interests
of such individuals in CTT’s definitive proxy statement that was filed with the
SEC on December 21, 2006.
COMPETITIVE
TECHNOLOGIES, INC.
777
Commerce Drive, Suite 100
Fairfield,
Connecticut 06825
On
January 8, 2007, Competitive Technologies, Inc. issued a press release
containing additional proxy materials. A copy of the press release is
attached.
COMPETITIVE
TECHNOLOGIES URGES STOCKHOLDERS TO
VOTE
FOR CURRENT BOARD OF DIRECTORS
Fairfield,
CT (January 8, 2006) - Competitive Technologies, Inc. (AMEX: CTT),
a
full
service technology transfer and licensing provider, today
announced that it has mailed the following letter to all Competitive
Technologies stockholders:
January
8, 2007
Dear
Fellow Shareholders:
We
apologize for all the mailings you
have
recently received, but we are forced to do this because of the disruptive proxy
fight being waged against your Company by a small group of dissident
shareholders (the “Nano Group”) attempting to take control of your Company.
Only
the latest dated proxy card counts,
so we
are asking all shareholders to confirm their vote by sending in another WHITE
proxy card.
Reject
the Nano Group
Your
Board unanimously recommends that you reject
the Nano Group and its nominees.
Your
Board believes that the Nano Group’s nominees are not qualified and represent
the Nano Group’s self-serving interests. Do
not return any blue proxy sent to you by the Nano Group, not even in
protest.
The
Nano Group’s Misleading Campaign
You
may
have recently received a letter from the Nano Group. We urge you to treat this
letter with caution and to be wary of this further attempt by the Nano Group
to
disseminate self-serving information. In our opinion, the letter
mischaracterizes numerous issues regarding your Company and
management.
Contrary
to Mr. Nano’s assertions, excluding non-recurring revenues from legal cases and
other items, and homocysteine-related revenues which expire in July 2007,
CTT’s
annually recurring retained royalties actually declined by a shocking 48% on
Mr.
Nano’s watch
between
fiscal 2002 and fiscal 2005. This dramatic drop resulted primarily from expiring
patents that were not replaced with new revenue sources. During Dr.
Freed’s first year as CEO, CTT’s annually recurring retained royalties increased
approximately 5%.
Mr.
Nano has stated that, if elected, he intends to pay himself what amounts to
over
20% of the Company’s cash-on-hand to settle his contrived litigation with the
Company.
How does
this self-serving action help the shareholders?
Mr.
Nano
alleges that the Company failed to honor his employment agreement and/or a
draft
separation agreement that he states was negotiated by the Board as a substitute
for the employment agreement. On
the contrary, due to Mr. Nano’s actions during the course of negotiations on a
separation agreement, the Company ultimately declined to enter into any
agreement and instead offered to honor the terms of Mr. Nano’s existing
employment contract. Mr. Nano refused that offer, and instead sued the Company.
The Company later learned that Mr. Nano had breached the terms of his underlying
employment agreement in a number of ways.
Mr.
Nano
continues to mislead you with his questionable “resume.” The
Nano
Group’s proxy material indicates that John Nano was appointed President and
Chief Executive Officer of a Connecticut limited liability company in January
2006.
The website for the State of Connecticut’s Secretary of State has no record of
John Nano serving as one of the company’s officers, and subsequent calls to this
company reveal that John Nano is not even an employee! If Mr. Nano cannot be
found at a company he claims to run, can you trust the man to lead your
Company?
Our
Strategic Plan is Working
The
strategic plan we undertook eighteen months ago has laid the foundation for
a
revitalized CTT.
The next
few years should be an exciting time as CTT begins to realize the tangible
results of its investments and the hard work now underway. We have a focused
and
energetic management team and a talented group of business professionals. We
are
confident that our team has the ability and fortitude to transform CTT into
a
business that delivers consistent profitability which, in turn, will drive
shareholder value. And the Company is always open to suggestions from
shareholders for helping us to accomplish this.
Please
vote the WHITE management
proxy card now
- the
annual meeting of shareholders is January 16 - only days away. If
you have any questions or need assistance in voting your shares, please call
Morrow & Co., Inc., a proxy solicitation firm that is assisting us in the
solicitation of proxies, at 1-800-267-0201.
Even
if
you have voted before, we urge you to sign,
date and return the enclosed WHITE proxy card.
Since
time is short, you can vote by phone or Internet - please follow the enclosed
instructions.
Thank
you
for your continued loyalty and support.
Sincerely,
The
Board and Management of Competitive Technologies, Inc.
Statements
about our future expectations, including development and regulatory plans,
and
all other statements in this document, other than historical facts, are
“forward-looking statements” within the meaning of applicable Federal Securities
Laws, and are not guarantees of future performance. If and when used herein,
the
words “may,” “will,” “should,” “anticipate,” “believe,” “appear,” “intend,”
“plan,” “expect,” “estimate,” “approximate,” and similar expressions, as they
relate to us or our business or management, are intended to identify such
forward-looking statements. These statements involve risks and uncertainties
related to our ability to obtain rights to market technologies, market
acceptance of and competition for our licensed technologies, growth strategies
and strategic plans, operating performance and financing of our operations,
industry trends, and other risks and uncertainties inherent in our business,
including those set forth in Item 1A under the caption “Risk Factors,” in our
most recent Annual Report on Form 10-K for the year ended July 31, 2006, filed
with the Securities and Exchange Commission (“SEC”) on October 30, 2006, and
other factors that may be described in our other filings with the SEC, and
are
subject to change at any time. Our actual results could differ materially from
these forward-looking statements. We undertake no obligation to update publicly
any forward-looking statement.
Important
Additional Information Filed with the SEC
CTT
has
filed a definitive proxy statement with a WHITE proxy card for the election
of
directors nominated by the Board of Directors with the SEC. CTT STOCKHOLDERS
ARE
URGED TO READ THE PROXY STATEMENT FILED WITH THE SEC BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors can obtain free copies of the proxy statements
through the website maintained by the SEC at www.sec.gov.
In
addition, investors can obtain free copies of the proxy statements from CTT
by
contacting Secretary, c/o Competitive Technologies, Inc., 777 Commerce Drive,
Suite 100, Fairfield, Connecticut, 06825, or you can contact us by phone at
(203) 368-6044, or email at ctt@competitivetech.net.
CTT,
its
directors and named executive officers may be deemed to be participants in
the
solicitation of CTT’s security holders in connection with its 2007 Annual
Meeting of Stockholders, which will be held on January 16, 2007. Security
holders may obtain information regarding the names, affiliations and interests
of such individuals in CTT’s definitive proxy statement that was filed with the
SEC on December 21, 2006.
About
Competitive Technologies
Competitive
Technologies, established in 1968, is a full service technology transfer
and
licensing provider, focused on bringing the intellectual property assets
of its
clients to the marketplace. CTT specializes in identifying, developing and
commercializing innovative technologies in a variety of areas, including
life
and physical sciences, electronics, and nanotechnologies. Through its global
distribution platform, CTT maximizes the value of its clients' intellectual
property assets. For more information, please visit: www.competitivetech.net.
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BECAUSE
THE ANNUAL MEETING IS ONLY A FEW DAYS AWAY, PLEASE VOTE BY TELEPHONE
OR
INTERNET
Any
voting in this manner must take place by 11:59PM New York time
on January
15, 2007.
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Vote
by Telephone
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Vote
by Internet
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Call
Toll Free on a Touch-Tone Phone
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Go
to Website
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1-800-454-8683
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WWW.PROXYVOTE.COM
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Follow
these four easy steps:
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Follow
these four easy steps:
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1.
Read the accompanying proxy material and
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Read the accompanying proxy material and
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WHITE
voting instruction form.
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WHITE
voting instruction form.
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2.
Call 1-800-454-8683.
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2.
Go to Website WWW.PROXYVOTE.COM
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3.
Enter your 12 digit Control Number located on the right hand
side
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3.
Enter your 12 digit Control Number located on the
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of
your WHITE voting
form.
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right
hand side of your WHITE voting
form.
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4.
Follow the recorded instructions.
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4.
Follow the instructions provided.
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Your
vote is important!
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Your
vote is important!
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Call
1-800-454-8683
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Go
to WWW.PROXYVOTE.COM
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IF
YOU HAVE ANY QUESTIONS,
PLEASE
CALL MORROW & CO. AT
1-800-607-0088
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