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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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Filed by a Party other than the Registrant x
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Check the appropriate box:
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o
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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 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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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1.
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The exclusion of Mr. McKenna from the decision to invest Forward funds with Mr. Johnson's private investment entity LaGrange Capital Administration, LLC ("LaGrange Capital"), and the subsequent investment strategy thereof;
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2.
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The failure to notify Mr. McKenna of an agreement executed between Mr. Johnson and Advanced Discovery, resulting in $155,000 of unaccrued expenses;
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3.
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The exclusion of Mr. McKenna from the decision regarding and terms of the Convertible Preferred Stock Issuance in 2013, resulting in a restatement of Forward’s second quarter 2014 results;
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4.
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The decision to rent office space from LaGrange Capital in 2014, despite having been advised against by Mr. McKenna for being fiscally irresponsible;
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5.
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The attempt to restrict Mr. McKenna from executing the Board-approved renewal of the sourcing agreement with Forward Industries Asia-Pacific Corporation (f/k/a Seaton Global Corporation).
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6.
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Robert Garrett's prevention of Mr. McKenna from apprising me of ongoing business strategies initiated by the Special Committee formed on May 28, 2014, including potential mergers and acquisitions and issuances of convertible preferred stock, despite exceeding said Special Committee's mandate and in spite of my entitlement as a director to material information to fulfill my own fiduciary duties to the Company;
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7.
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The exclusion of Mr. McKenna from an ongoing M&A search process;
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8.
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Mr. Garrett's prevention of Mr. McKenna from making corrective cost cutting actions in response to missing budget targets, despite these measures having been approved by the Board;
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9.
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The improper inclusion of Mr. McKenna in solicitation materials filed by Forward, despite his refusal to be named as a participant, and the subsequent refusal by Mr. Garrett to rectify the foregoing;
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10.
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The false and unauthorized filing of an “Application for Additional Shares Listing” form to NASDAQ under Mr. McKenna's name and office and the failure of the Board to provide a written investigation of the reported false filing; and
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11.
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The subsequent marginalization and threatened firing of Mr. McKenna for reporting the false and unauthorized filing, including circumventing Mr. McKenna by seeking financial information and explanations from Mr. McKenna’s subordinates.
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Sincerely,
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/s/Terence Bernard Wise
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Terence Bernard Wise
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