TTR TECHNOLOGIES INC filed this PRE 14A on 04/12/2001.
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Entire Document (3086)
SCHEDULE 14A INFORMATION (148)
PROXY STATEMENT (74)
VOTING RIGHTS (141)
EXECUTIVE COMPENSATION (312)
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (63)
PERFORMANCE GRAPH (335)
PROPOSAL NO. 3 (609)
PROPOSAL NO. 5 (146)
OTHER MATTERS (7)
STOCKHOLDER PROPOSALS (11)
ANNUAL AND QUARTERLY REPORTS (7)
SOLICITATION OF PROXIES (327)
I. AUDIT COMMITTEE PURPOSE (24)
II. AUDIT COMMITTEE COMPOSITION AND MEETINGS (28)
III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES (133)
2000 EQUITY INCENTIVE PLAN (857)
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
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 ss.240.14a-11(c) or ss.240.14a-12
TTR Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value transaction:
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5. Total fee paid:
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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 Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.
1. Amount previously paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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Preliminary Copy
TTR TECHNOLOGIES, INC. 2 HaNagar Street Kfar Saba, Israel
Notice of Annual Meeting of Stockholders
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NOTICE IS HEREBY GIVEN that the 2001 annual meeting (the "Annual Meeting") of stockholders of TTR TECHNOLOGIES, INC. (the "Company") will be held in New York City, New York, at 9 A.M., on May 24, 2001, at the offices of Swidler Berlin Shereff Friedman, LLP 405 Lexington Avenue (the Chrysler Building), New York, New York, 10174, Conference Room 12H, for the following purposes:
(i) to elect five directors of the Company to hold office until their respective successors shall have been duly elected and qualified;
(ii) to amend the Certificate of Incorporation of the Company to enable the Company's board of directors to amend, revise or otherwise modify the Company's bylaws without stockholder consent or approval;
(iii) to amend the Certificate of Incorporation of the Company to establish a classified board of directors for the Company;
(iv) to increase the number of shares of the Company's common stock , par value $0.001 (the "Common Stock"), reserved for issuance under the Company's 2000 Equity Incentive Plan from 1,500,000 to 3,500,000 shares;
(v) to increase the number of shares of the Company's Common Stock reserved for issuance under the Company's 1998 Non-Executive Directors' Stock Option Plan from 25,000 to 75,000 shares;
(vi) to ratify the appointment of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu, as independent public accountants of the Company for the year ending December 31, 2001; and
(vii) to transact such other business as may properly come before the Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on March 28, 2001, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
If you do not expect to be personally present at the Annual Meeting but wish your stock to be voted for the business to be transacted thereat, the Board of Directors requests that you complete, sign and date the enclosed proxy and promptly return it by mail in the postage paid envelope provided.
By Order of the Board of Directors
Marc D. Tokayer Chairman of the Board April __, 2001
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
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Preliminary Copy
TTR TECHNOLOGIES, INC. 2 HaNagar Street Kfar Saba, Israel
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