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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant o
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Definitive Additional Materials
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Soliciting Materials Pursuant to Section 240.14a-12
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FORWARD INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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TERENCE BERNARD WISE
HOWARD MORGAN
MICHAEL LUETKEMEYER
ERIC FREITAG
SANGITA SHAH
N. SCOTT FINE
DARRYL KEYS
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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·
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Sales growth and operating profitability in 2013 and 2014: These “organic milestones” lauded by Forward's management as the reason for a 'dramatic turnaround in both revenue and operating cash flow' at Forward are in fact the result of Forward’s sourcing agreement with my company Forward Industries Asia-Pacific Corporation. Moreover, these milestones were reached after my 2012 appointment to the Board, as opposed to Mr. Johnson’s 2010 assumption of Forward’s Chairmanship. Curiously, Mr. Johnson and his supporters fail to mention Forward’s annual report for fiscal year 2013, which states, ‘[t]he higher gross margins primarily reflect the cost savings achieved through the restructuring of our Asia-based sourcing and quality assurance operations.’ Additionally, the sourcing agreement was negotiated at arm’s length by the full Board – unlike many of the related-party transactions that Mr. Johnson has personally benefitted from – and was unanimously approved and extended earlier this year. I believe that this ‘dramatic turnaround’ proves that I have the experience and capabilities to help Forward grow, and I am committed to giving Forward's shareholders the opportunity to choose a better future for the company.
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‘[A]ccretive, transformative transactions’: Mr. Johnson and his supporters reference a potential acquisition that, if effected, would produce purportedly spectacular financial returns. What Mr. Johnson and his supporters fail to mention is the several million dollars of debt Forward would have to assume in order to support this acquisition, which I believe happens to be in an entirely different industry, while risking all of Forward’s existing assets and core business in the likely event of a default. Nothing Mr. Johnson and his management team have done over the past four years points to their ability to run our current business, much less a larger and unrelated company. Mr. Johnson and his team should evidence their track record in the industry they intend to cause Forward to enter, particularly given the heavy losses Mr. Johnson has sustained to Forward’s investment portfolio. I call on Mr. Johnson and his team to provide concrete details of their acquisition and financing strategy, as opposed to the platitudes they believe pass for effective management, and demonstrate how heavily leveraging Forward is intended to augment shareholder value. Forward’s shareholders merit a voice in the future of their company – particularly considering the transformative scope of this pending transaction – and should be given the opportunity they deserve to vote on its enactment.
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‘[C]lear vision and strategy’: At no point under Mr. Johnson’s tenure has a clear vision and strategy been articulated to the full Board, much less to shareholders. Mr. Johnson and his supporters have repeatedly made backroom deals – including privately placed capital raises, investment management agreements and rental leases – that have all had the curiously similar effect of benefitting Mr. Johnson financially. In contrast, I have sought out independent director nominees who have the requisite experience and analytical rigor to restore shareholder value. We look forward to sharing our vision for Forward’s future with you in advance of the 2014 Annual Meeting.
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