Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
September 29 2016 - 2:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed
by the Registrant
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by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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SURGE
COMPONENTS, INC.
(Name of Registrant as Specified In
Its Charter)
Bradley
P. Rexroad
Michael D. Tofias
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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.
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Concerned
Stockholders of Surge Components Announce Filing of Preliminary Proxy Statement
Disappointed with
Management and Board’s Poor Corporate Governance and Failure to Enhance Stockholder Value
Have Attempted to
Engage Constructively with Management for Years to No Avail
Intend to Solicit
Proxies at Upcoming Annual Meeting in Favor of Two Highly Qualified Director Candidates
September 28, 2016 06:05 PM Eastern Daylight
Time
DEER PARK, N.Y.—(BUSINESS WIRE)—A
group of long-term investors in Surge Components, Inc. (OTCPK:SPRS) (“Surge” or the “Company”) who collectively
own approximately 22% of Surge’s shares outstanding, announced that they have combined to form “Concerned Stockholders
of Surge Components, Inc.” (“CSSC” or “we”). They announced, further, that they have filed a preliminary
proxy statement seeking, among other things, election of both members of CSSC to the Company’s Board of Directors at the
upcoming Annual Meeting of Stockholder’s, which is expected to be held in November. CSSC will also solicit proxies in favor
of, among other things, stockholder proposals aimed at moving the Company’s state of incorporation to Delaware from Nevada
and eliminating the outdated and value-destroying classification of the Board of Directors.
CSSC consists of Michael D. Tofias and Bradley
P. Rexroad, who have been stockholders in the Company for more than twelve years and three years, respectively. CSSC believes the
Company’s corporate governance to be exceedingly poor and encourages management to pursue a sale to a strategic acquirer,
given its persistent undervaluation and history of poor stockholder returns. Several years of attempting to improve the Company
by working constructively with management have proven fruitless thus CSSC was compelled to act to protect stockholder value.
“The track record of present Surge management
speaks for itself,” commented Mr. Tofias. “Over the last five years up to the point when we publicly announced the
formation of our group, the S&P 500 Index has returned 105% and the Russell 2000 Index has returned 92%, but the value of Surge
stock has declined by 17%. This all happened under current management and shows why change is desperately needed.
Mr. Tofias continued, “We took this
action only after trying, over a period of years, to work constructively with management to improve the Company for the benefit
of all stockholders. We found management to be reluctant to make change during this time. We no longer can stand by and watch as
this management team continues to destroy stockholder value. Filing our proxy statement gets all stockholders one step closer to
significant change on the Board of Directors. We are excited to give stockholders a choice at the upcoming annual meeting. Brad
and I are committed to doing the right things for stockholders.”
Stockholders of Surge are encouraged to contact
CSSC via email at concernedsurgestockholders@gmail.com or via phone at +1-507-86SURGE (507-867-8743). CSSC has established a website
www.concernedsurgestockholders.com that has contact information and potentially other communications to stockholders of the Company.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
Bradley P. Rexroad and Michael D. Tofias (the
“Concerned Stockholders”) are participants in the solicitation of proxies from stockholders of Surge Components, Inc.
(“Company”) in connection with Company’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”).
On September 27, 2016, the Concerned Stockholders filed a preliminary proxy statement in connection with the Annual Meeting. Prior
to the Annual Meeting, the concerned Stockholders intend to furnish a definitive proxy statement to the Company’s stockholders,
together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Mr. Rexroad
is the beneficial owner of approximately 6.8% of Company’s common stock. Mr. Tofias is the beneficial owner of approximately
15.6% of Company’s common stock. Additional information regarding such participants, including their direct or indirect interests,
by security holdings or otherwise, will be included in the preliminary proxy statement.
Stockholders may obtain, free of charge, the
preliminary proxy statement, any amendments or supplements thereto and any other relevant documents filed by the Concerned Stockholders
with the Securities and Exchange Commission (the “SEC”) in connection with the Annual Meeting at the SEC’s website
(http://www.sec.gov). Copies of the Concerned Stockholders’ definitive Proxy Statement, any amendments or supplements thereto
and any other relevant documents filed by the Concerned Stockholders with the SEC in connection with the Annual Meeting will also
be available, free of charge, by contacting the Concerned Stockholders at conceredsurgestockholders@gmail.com or by telephone at
1-507-86SURGE (507-867-8743).
Contacts
For Concerned Stockholders of Surge Components,
Inc.
Bradley Rexroad, +1-507-86SURGE (507-867-8743)
concernedsurgestockholders@gmail.com
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