UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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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 Pursuant to §240.14a-12
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SIMTROL,
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)
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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 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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Fee
paid previously with preliminary materials.
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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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Dear
Shareholders:
It
is my
pleasure to invite you to Simtrol’s 2007 Annual Meeting of Shareholders. We will
hold the annual meeting on Friday, August 31, 2007, at 11:00 a.m. at the Georgia
Tech Hotel & Conference Center, 800 Spring Street, NW, Atlanta, GA
30308.
We
are
sending you the official notice of the 2007 Annual Meeting, our proxy statement
and 2006 Annual Report, and a proxy card. Please carefully read the entire
proxy
statement and accompanying Annual Report, and vote your shares either on the
enclosed proxy card or by telephone, as detailed in the instructions on the
card.
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Very
truly yours,
Dallas
S. Clement
Chairman
of the Board
Simtrol,
Inc.
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SIMTROL,
INC.
2200
Norcross Parkway #255
Norcross,
GA 30071
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held August 31, 2007
The
annual meeting of shareholders of Simtrol, Inc. will be held on August 31,
2007
at 11:00 a.m., at Georgia Tech Hotel & Conference Center, 800 Spring Street,
NW, Atlanta, GA 30308 for the following purposes:
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(1) |
to
elect six directors to constitute our board of
directors;
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(2)
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to
approve an increase in the authorized number shares of our common
stock
from 40,000,000 to 100,000,000;
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(3)
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to
approve an amendment to our 2002 Equity Incentive Plan to increase
to
6,000,000 the number of shares of our common stock that may be issued
under the Plan;
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(4)
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to
ratify the appointment of Marcum & Kliegman LLP as our independent
auditors for the fiscal year ending December 31, 2007;
and
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(5)
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to
transact such other business as may properly come before the meeting
or
any adjournments or postponements
thereof.
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Only
shareholders of record at the close of business on July 19, 2007 will be
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof.
A
proxy
statement and a proxy solicited by the board of directors are enclosed herewith.
Please sign, date and return the proxy promptly. You may also vote by telephone
according to the directions on the proxy card. If you attend the meeting, you
may, if you wish, withdraw your proxy and vote in person.
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By
Order of the Board of Directors,
Dallas
S. Clement, Chairman of the
Board
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Norcross,
Georgia
August
,
2007
Please
complete and return the enclosed proxy promptly so that your
vote
may
be recorded at the meeting if you do not attend
personally.
SIMTROL,
INC.
2200
Norcross Parkway #255
Norcross,
GA 30071
ANNUAL
MEETING OF SHAREHOLDERS
August
31, 2007
_______________________
PROXY
STATEMENT
_______________________
Unless
the context indicates otherwise, all references in this proxy statement to
“we,”
“us,” and “our” refer to Simtrol, Inc. and its subsidiaries.
This
proxy statement is furnished in connection with the solicitation of proxies
by
the board of directors of Simtrol, Inc. for use in voting at the annual meeting
of shareholders to be held at 11:00 a.m. local time on August 31, 2007 at the
Georgia Tech Hotel & Conference Center, 800 Spring Street, NW, Atlanta, GA
30308, and at any adjournments or postponements thereof, for the purposes set
forth in the accompanying notice of annual meeting of shareholders. This proxy
statement and the accompanying proxy are first being mailed to shareholders
on
or about August , 2007. The address of our principal executive offices is 2200
Norcross Parkway #255, Norcross, Georgia 30071.
VOTING
Voting
and Revocability of Proxies
When
proxy cards are properly executed, dated and returned, the shares they represent
will be voted at the annual meeting in accordance with the instructions of
the
shareholders. If no specific instructions are given the shares will be voted
FOR
the election of the nominees for directors set forth herein and FOR each of
the
other proposals described in this proxy statement. In addition, if other matters
come before the annual meeting, the persons named in the proxy card will vote
in
accordance with their best judgment with respect to such matters. Any proxy
given pursuant to this solicitation may be revoked by any shareholder who
attends the meeting and gives oral notice of his election to vote in person,
without compliance with any other formalities. In addition, any proxy given
pursuant to this solicitation may be revoked prior to the meeting by delivering
to our Secretary an instrument revoking it or a duly executed proxy for the
same
shares bearing a later date.
Quorum;
Required Vote; Abstentions and Broker Non-Votes
The
presence at the annual meeting of the holders of one-third of the outstanding
shares of our common stock as of the record date is necessary to constitute
a
quorum. Shareholders will be counted as present at the meeting if they are
present in person at the annual meeting or if they have properly submitted
a
proxy card or voted by telephone. The affirmative vote of a plurality of all
shares present and entitled to vote is required for the election of directors.
The affirmative vote of a majority of all shares outstanding and eligible to
vote is required to authorize the proposed increase in our outstanding common
stock. The affirmative vote of a majority of all shares present and entitled
to
vote is required to approve the amendment of our 2002 Equity Incentive Plan
and
to ratify the appointment of Marcum & Kliegman LLP as our independent
auditors for the fiscal year ending December 31, 2007. Abstentions and broker
non-votes will not be counted as votes either in favor of or against the matter
with respect to which the abstention or broker non-vote relates. As a result,
abstentions and broker non-votes will have no effect on the election of
directors, but will have the same effect as a vote against each of the other
proposals.
Record
Date and Share Ownership
The
record of shareholders entitled to vote at the annual meeting was taken on
July
19, 2007. On that date, we had outstanding and entitled to vote 6,498,940 shares
of common stock, with each share entitled to one vote. We had outstanding and
entitled to vote 744,664 shares of Series A convertible preferred stock
(entitled to a total of 2,978,656 votes at the then applicable conversion rate)
and 4,700 shares of Series B convertible preferred stock (entitled to a total
of
9,400,000 votes at the then applicable conversion rate).
Expenses
of Solicitation
The
expense of this solicitation, including the cost of preparing and mailing this
proxy statement, will be paid by us. In addition to solicitations by mail,
our
officers and regular employees, at no additional compensation, may assist in
soliciting proxies by telephone.
CORPORATE
GOVERNANCE AND BOARD MATTERS
Board
Composition
Our
bylaws provide that the board of directors shall consist of not less than three
nor more than seven members, the precise number to be determined from time
to
time by the board of directors. The board of directors has set the number of
directors at seven, each serving a one-year term. The board presently consists
of Dallas S. Clement, Larry M. Carr, Richard W. Egan, Julia B. North, Edward
S.
Redstone, Adam D. Senter, and Thomas J. Stallings. Ms. North will not seek
re-election at the annual meeting and the board of directors has fixed the
number of directors at six as of the annual meeting date. All members of the
board of directors, with the exception of Mr. Egan, are independent, as defined
in Rule 4200(a)(15) of the listing standards of the Nasdaq Stock Market, Inc.
Biographical information regarding these directors is set forth under the
caption entitled “Proposal No. 1: Election of Directors.”
Meetings
of the Board of Directors
During
fiscal 2006, the board of directors met 13 times. Each director, with the
exception of Mr. Redstone, attended at least 75% or more of the aggregate number
of meetings held by the board of directors and any committees on which such
director served. We did not hold an annual meeting in 2006.
Committees
of the Board of Directors
Our
board
of directors has standing audit and compensation committees. The board of
directors does not have a standing nominating committee, such function being
reserved to the full board of directors. We do not have a formal policy
regarding board members’ attendance at annual meetings. Two board members
attended our last annual meeting.
Audit
Committee.
The
audit committee is currently composed of Thomas J. Stallings, Adam D. Senter,
and Larry M. Carr. Prior to June 2007, the committee was composed of Dallas
S.
Clement, Adam D. Senter, and Julia North. The audit committee met four times
during 2006. The audit committee’s principal functions are to recommend the
appointment of independent auditors for us, review and approve the annual report
of the independent auditors, approve the annual financial statements, and review
and approve summary reports of the auditors’ findings and recommendations. The
audit committee reviews and pre-approves all audit and non-audit services
performed by our auditing accountants, or other accounting firms, other than
as
may be allowed by applicable law. All members of the audit committee are
independent, as defined in Rule 4200(a)(15) of the listing standards of the
Nasdaq Stock Market, Inc. The board of directors has adopted a written audit
committee charter, a copy of which is available on our website at
www.simtrol.com under “Investors.” The board of directors has determined that
Thomas J. Stallings is an “audit committee financial expert,” as defined in
Securities and Exchange Commission, defined in this proxy statement as SEC,
rules.
Compensation
Committee.
The
compensation committee is currently composed of Edward S. Redstone, Adam D.
Senter, and Dallas S. Clement. The compensation committee did not meet during
2006. The compensation committee is responsible for approving and monitoring
the
compensation arrangements for senior management and other employees. The
compensation committee does not have an adopted charter.
Our
compensation programs are intended to attract, motivate, and retain superior
talent, encourage high performance and promote accountability, and ensure that
our executive officers and senior management have financial incentives to
achieve substantial growth in shareholder value. We have historically used
short-term compensation (base salaries and, in limited circumstances, cash
bonuses) and long-term incentive compensation in the form of stock options
to
achieve our goal of driving long-term growth. The named executive officers
were
awarded stock options in the amounts indicated in the section entitled
“Executive Compensation.”
On
January 28, 2007, the compensation committee approved a cash compensation plan
for all employees equal to a maximum of 20% of gross revenues, payable on a
quarterly basis.
We
do not
have a nominating committee. The director selection and review are conducted
by
the entire board of directors. We believe that this is adequate based on the
size and make-up of the current board of directors. The members of the board
of
directors have served as our directors for between two and thirteen years.
We
believe that this group of longstanding directors is capable of evaluating
the
performance of the current board and the qualifications of proposed director
nominees, and of determining the need for additional directors. The board of
directors does not have a written charter or formal process governing the
nominating process. The board of directors will consider director nominees
recommended by shareholders. Generally, candidates should be highly qualified
by
business, professional or comparable experience, affirmatively desirous of
serving on the board, and able to represent the interests of all shareholders
and not merely those of any special interest group. Shareholders wishing to
suggest candidate(s) for consideration at the 2008 annual meeting should submit
their proposals in accordance with the timeframe and procedures set forth in
the
paragraph entitled “Shareholder Proposals for 2008
Annual
Meeting.”
Shareholder
Communications with the Board
The
board
of directors has implemented a process for shareholders to send communications
to the board. Any shareholder desiring to communicate with the board, or with
specific individual directors, may do so by writing to our Secretary at the
address of our principal executive offices, who has been instructed by the
board
to promptly forward all such communications to the board or such individual
directors.
Shareholder
Proposals for 2008 Annual Meeting
The
deadline for submission of shareholder proposals for inclusion in our proxy
statement for the 2008 annual meeting of shareholders is December 9, 2007.
Additionally, we must receive notice of any shareholder proposal to be submitted
at the 2008 annual meeting of shareholders (but not required to be included
in
our proxy statement) by February 22, 2008, or such proposal will be considered
untimely and the persons named in the proxies solicited by our board of
directors may exercise discretionary voting authority with respect to such
proposal.
No
Family Relationships Among Directors and Officers
There
are
no family relationships between any of our directors or executive
officers.
Code
of Ethics
We
adopted a code of ethics for our executive officers in May 2006 and the code
of
ethics is available on our website at www.simtrol.com.
EXECUTIVE
OFFICERS
Executive
officers are appointed by, and hold office at the pleasure of, the board of
directors. Our executive officers are as follows:
| Name |
Position
Held |
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| Richard W. Egan |
President and Chief Executive
Officer |
| Stephen N. Samp |
Chief Financial Officer and
Secretary |
Richard
W. Egan,
age 42,
has served as a director and our Chief Executive Officer since May 2000. Mr.
Egan joined us in June 1995 and served as National Account Manager until July
1996 when he became Regional Sales Director. From February 1998 to June 1999,
he
served as Executive Vice President of Sales. In June 1999, Mr. Egan was
appointed our President.
Stephen
N. Samp,
age 42,
joined us in April 2002 as Chief Financial Officer and Secretary. From February
2001 until March 2002 he served as an independent finance consultant. From
March
1998 to February 2001 he served as Vice President, Chief Financial Officer
and
Secretary of eOn Communications (NASDAQ:EONC), a provider of unified voice,
e-mail and Web-based communications systems and software.
EXECUTIVE
COMPENSATION
Compensation
of Officers
Our
executive officers do not have written or unwritten employment agreements and
serve at the will of the board of directors. Neither executive officer had
a
written or unwritten bonus plan during 2006. Each was granted a non-qualified
stock option to acquire 15,000 shares on August 24, 2006, in accordance with
our
2002 Equity Incentive Plan, with exercise prices equal to the fair value of
our
common stock on that date and four-year vesting period, with vesting occurring
on the anniversary date of the grant at the rate of 25% annually.
The
following table provides certain summary information for 2006 concerning
compensation awarded to, earned by, or paid to our executive
officers:
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SUMMARY
COMPENSATION TABLE FOR FISCAL 2006
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Name
and principal position
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Year
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Salary
($)
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Option
Awards ($)
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Total
($)
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Richard
Egan - President and Chief Executive Officer
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2006
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$137,800
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$41,719(1)
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$179,519
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Stephen
Samp - Chief Financial Officer
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2006
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$121,900
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$35,494(1)
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$157,394
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(1)
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We
implemented FAS 123R in the first quarter of 2006. The statement
requires
companies to expense the value of employee stock options and similar
awards. Under FAS 123R, share-based payment awards result in a cost
that
will be measured at fair value on the awards’ grant date based on the
estimated number of awards that are expected to vest. Refer to “Financial
Statements - Notes to Consolidated Financial Statements - Stock-Based
Compensation” included in our annual report on Form 10-K for the fiscal
year ended December 31, 2006 for the relevant assumptions used to
determine the valuation of our option awards.
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OUTSTANDING
EQUITY AWARDS AT 2006 FISCAL YEAR-END
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OPTION
AWARDS
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Name
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Number
of Securities Underlying Unexercised Options
(#)
Exercisable
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Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
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Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
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Option
Exercise Price
($)
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Option
Expiration Date
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Richard
Egan
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125
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$55.00
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12/29/2007
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1,250
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$28.72
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6/16/2008
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1,250
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$10.00
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12/21/2008
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7,500
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$4.70
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1/4/2010
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7,500
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$40.00
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12/31/2010
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4,000
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1,000(1)
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$4.80
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5/5/2012
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1,000
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$2.00
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7/24/2012
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7,500
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$2.40
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6/5/2013
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33,334
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16,666(2)
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$2.00
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6/20/2014
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12,500
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37,500(3)
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$0.90
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7/20/2015
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12,500
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37,500(4)
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$0.55
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11/7/2015
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15,000(5)
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$0.48
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8/23/2016
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Stephen
Samp
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2,400
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600(6)
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$4.80
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5/5/2012
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1,000
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$2.00
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7/24/2012
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3,600
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$2.40
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6/5/2013
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30,000
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15,000(7)
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$2.00
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6/20/2014
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15,000
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30,000(8)
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$0.90
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7/20/2015
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15,000
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30,000(9)
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$0.55
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11/7/2015
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15,000(10)
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$0.48
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8/23/2016
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(1) |
Vesting
date of July 6, 2007.
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(2) |
Vesting
date of June 21, 2007.
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(3) |
Vesting
dates of July 21, 2007, July 21, 2008, and July 21, 2009 (12,500
each
date).
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(4)
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Vesting
dates of November 8, 2007, November 8, 2008, and November 8, 2009
(12,500
each date).
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(5)
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Vesting
dates of August 24, 2007, August 24, 2008, August 24, 2009, and August
24,
2010 (3,750 each date).
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(6) |
Vesting
date of July 6, 2007.
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(7) |
Vesting
date of June 21, 2007.
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(8) |
Vesting
dates of July 21, 2007, July 21, 2008, and July 21, 2009 (10,000
each
date).
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(9)
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Vesting
dates of November 8, 2007, November 8, 2008, and November 8, 2009
(10,000
each date).
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(10)
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Vesting
dates of August 24, 2007, August 24, 2008, August 24, 2009, and August
24,
2010 (3,750 each date).
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Director
Compensation
We
do not
presently provide any cash compensation to directors for their services as
directors. Each of our non-employee directors receives an automatic grant of
options to purchase, at an exercise price equal to the fair market value at
the
date of the grant, 15,000 shares of our common stock each year under the terms
of our stock option plan. Each director is reimbursed for travel and other
expenses incurred in connection with the performance of his or her duties.
The
board of directors has authorized us to pay fees to the members of our board
of
directors for their attendance at board and committee meetings, as follows:
(i)
$1,000 for each board meeting attended in person, (ii) $500 for each board
meeting attended by telephone conference, and (iii) $200 for each committee
meeting attended in person or by telephone conference. These fees are paid
as of
the last day of each fiscal quarter, in shares of our common stock, with such
shares valued based on the most recent closing trading price of our common
stock
on the Over-the-Counter Bulletin Board as of the last day of each fiscal
quarter.
Additionally,
all new non-employee directors receive a one-time grant of an option to purchase
5,000 shares of our common stock at an exercise price equal to the fair market
value of the stock on the date of the grant. The options expire, unless
previously exercised or terminated, ten years from the date of the
grant.
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DIRECTOR
COMPENSATION DURING FISCAL 2006
|
|
Name
|
Stock
Awards ($)
|
Option
Awards ($)
|
Total
($)
|
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Larry
Carr
|
$7,500
|
$147,449(1)
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$154,949
|
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Edward
Redstone
|
$500
|
$147,449(2)
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$147,949
|
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Julia
North
|
$6,300
|
$3,456(3)
|
$9,756
|
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Dallas
Clement
|
$7,300
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$3,456(4)
|
$10,756
|
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Adam
Senter
|
$8,100
|
$3,456(5)
|
$11,556
|
|
Thomas
Stallings
|
$6,400
|
$3,456(6)
|
$9,856
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(1)
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Aggregate
options of 374,375 shares outstanding at December 31,
2006.
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(2)
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Aggregate
options of 364,875 shares outstanding at December 31,
2006.
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(3)
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Aggregate
options of 55,875 shares outstanding at December 31,
2006.
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(4)
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Aggregate
options of 48,500 shares outstanding at December 31,
2006.
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(5)
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Aggregate
options of 55,000 shares outstanding at December 31,
2006.
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(6)
|
Aggregate
options of 55,000 shares outstanding at December 31,
2006.
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Stock
Option Plans
1991
Stock Option Plan.
The 1991
Stock Option Plan, referred to in this proxy statement as the 1991 Plan, as
amended by our shareholders, provides for the grant of options to purchase
up to
an aggregate of 366,206 shares of our common stock. Under the terms of the
1991
Plan, the compensation committee of the board of directors may grant options
to
purchase shares of common stock to our officers, directors and employees and
to
those of our subsidiaries. The right to grant additional options under this
plan
expired in August 2001. Therefore, no additional grants of options will be
made
under this plan. At December 31, 2006, options to purchase 45,325 shares of
common stock were outstanding under the 1991 Plan.
2002
Equity Incentive Plan.
In June
2002 our shareholders approved the adoption of the 2002 Equity Incentive Plan,
referred to in this proxy statement as the 2002 Plan. The 2002 Plan originally
provided for the grant of options to purchase up to an aggregate of 250,000
shares of our common stock. On April 22, 2004, shareholders approved an increase
in the number of shares reserved under the 2002 Plan to 750,000. On November
8,
2005, the board of directors approved an increase in the number of shares
reserved under our 2002 Plan to 1,250,000. On June 26, 2006, the board of
directors approved an increase in the number of shares reserved under our 2002
Plan to 2,500,000. On January 28, 2007, the compensation committee of the board
of directors approved an increase in the number of shares reserved under our
2002 Plan to 4,000,000. Under the terms of the 2002 Plan, the compensation
committee of the board of directors may grant options to purchase shares of
common stock to our directors, employees, and consultants and to those of our
subsidiaries. Grants made under the plan are made at or above the fair value
of
our common stock on the date of the grant, with the fair value represented
by
the closing price of the stock on the preceding trading day. At December 31,
2006, options to purchase 1,729,700 shares of common stock were outstanding
under the 2002 Plan.
Currently,
expiration dates for outstanding grants under the 2002 Plan vary from 2008
to
2017. Generally, all options must be exercised within 90 days of the termination
of an employee’s employment or following termination of service by a board
member. Our options vest on the anniversary dates of grants for employees and
consultants, while those granted to directors immediately vest.
AUDIT
COMMITTEE REPORT
The
audit
committee has reviewed and discussed our 2006 audited financial statements
with
management. The audit committee has discussed with the independent auditors
the
matters required to be discussed by Statement on Auditing Standards No. 61,
as
amended (Communication with audit committees), other standards of the Public
Company Accounting Oversight Board, and other rules of the SEC. The audit
committee has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No.
1
(Discussions with Audit Committees), and has discussed with the independent
accountant the independent accountant’s independence. Based on the review and
discussions referred to above, the audit committee recommended to the board
of
directors that the audited financial statements be included in our annual report
on Form 10-KSB for 2006 for filing with the SEC.
| |
Respectfully
submitted,
The
Audit Committee
Mr.
Dallas
S. Clement
Ms.
Julia B. North
Mr.
Adam D. Senter
|
PROPOSALS
TO BE VOTED ON
Proposal
No. 1: Election of Directors
The
board
of directors, pursuant to our bylaws, has set the number of directors to serve
for the next year at six, all six of whom are to be elected at the annual
meeting. Our certificate of incorporation provides that each director serves
until the next annual meeting. Each member of the current board of directors,
except Ms. Julia North, is standing for re-election and, if elected, will serve
for a term of one year and until his or her successor is elected and
qualified.
In
the
event that any nominee withdraws or for any reason is not able to serve as
a
director, the proxy will be voted for such other person as may be designated
by
the board of directors, but in no event will the proxy be voted for more than
six nominees. The board of directors recommends the election of the six nominees
listed below. Management has no reason to believe that any nominee will not
serve if elected.
The
following persons have been nominated for re-election to the board of
directors:
Dallas
S. Clement,
age 42,
has served as a director since April 2001 and as Chairman of the board of
directors since June 28, 2007. Mr. Clement has served as Senior Vice President,
Strategy and Development for Cox Communications, Inc., referred to in this
proxy
statement as Cox, since August 2000. Prior to that, he served as Vice President
and Treasurer of Cox from January 1999 to July 2000. Mr. Clement joined Cox
in
1990 as a Policy Analyst and was promoted to Manager of Investment Planning
in
January 1993, Director of Finance in 1994, and Treasurer in 1996. From April
1995 to December of 1996, Mr. Clement served as Assistant Treasurer for Cox
Enterprises, Inc. and Cox.
Richard
W. Egan,
age 42,
has served as a director and our Chief Executive Officer since May 2000. Mr.
Egan joined us in June 1995 and served as National Account Manager until July
1996 when he became Regional Sales Director. From February 1998 to June 1999,
he
served as Executive Vice President of Sales. In June 1999, Mr. Egan was
appointed our President.
Larry
M. Carr,
age 64,
has served as a director since June 1994 and as Chairman until June 2007. Mr.
Carr founded Nursefinders, Inc., a temporary services company in the healthcare
industry, in 1974. Although Adia Services, Inc., acquired Mr. Carr’s interest in
this company, Mr. Carr still owns and operates numerous Nursefinders franchises
and assists in the administration and management of several other franchises
through an entity known as Management Services, Inc. Mr. Carr was Chairman
of
the board of Northwest National Bank, located in Arlington, Texas, and is a
director of Mobility Electronics, Inc., of Scottsdale, Arizona, which designs,
develops and markets connectivity and remote peripheral interface technology
and
products and is a director of several privately held companies, including OHA
Financial, Inc., Trinity Airweighs, LLC and Computerized Healthcare,
Inc.
Edward
S. Redstone,
age 78,
has served as a director since July 1996. Mr. Redstone has been a private
investor since 1994. From 1984 to 1994, he served as Chairman of the board
of
directors of Martha’s Vineyard National Bank. Mr. Redstone was a co-founder of
National Amusements, which, among other things, is the controlling shareholder
of Viacom, Inc. Mr. Redstone also founded First Bancorporation.
Adam
D. Senter,
age
50,
has
served as a director since January 2005. Mr. Senter began his 19-year career
with IBM, which spanned from 1981 to 2000, in sales and marketing, with special
emphasis in training, multimedia, and healthcare solutions. Included among
his
successes are conceiving and implementing a global sales strategy that produced
profitable growth in an underperforming segment. Mr. Senter served as the
Executive Vice President and Group President at Provant, Inc. from 2000 to
2003,
where he reversed a large EBIT loss situation while upgrading organizations,
personnel and processes, and sold four businesses while protecting the interests
of the stakeholders. Mr. Senter has served as chairman of Keowee Partners LLC,
a
real estate company in South Carolina, since 2003.
Thomas
J. Stallings,
age 59,
has served as a director since January 2005. Mr. Stallings is currently CEO
of
Internet Commerce Corporation (NASDAQ:ICCA), a provider of internet-based
e-commerce solutions, which he joined in 2003. Mr. Stallings began his 23-
year
career at the IBM Corporation, which spanned from 1972 to 1995, in sales. He
progressed through positions of increasing responsibility. For the last four
years of his tenure he was the General Manager for a $500 million PC Direct
business unit. In 1995 and 1996 he was an area Vice President with Oracle.
For
the last seven years he has been involved in the management of venture capital
backed technology companies, all of which were successfully sold to larger
organizations. He was the President and Chief Operating Officer of CoreHarbor,
from October 2002 to June 2003 where his efforts lead to the effective merger
between CoreHarbor and USinternetworking Inc. From 1999 to 2002, he served
as
President and CEO of Cambar Software Inc. and was successful in completing
a
sale of the company to a private investor group in November 2002. From 1997
to
1999, he served as President and CEO of Analytika, Inc. were he successfully
grew this early stage software development firm that was acquired in late 1999
by Dendrite International.
The
board of directors recommends that our shareholders vote “FOR” the election of
the nominees listed above.
Proposal
No. 2: Approval of an amendment to our certificate of incorporation, as amended,
to increase the number of authorized shares of common stock from 40,000,000
to
100,000,000 shares.
Background.
Our
board of directors has proposed this amendment to ensure that we have sufficient
shares available for future use, as needed, including use in transactions such
as equity financings, acquisitions, strategic relationships with corporate
partners, equity incentives, and payments of stock dividends, stock splits
or
other recapitalizations, as we may deem appropriate. We consider from time
to
time acquisitions, equity financings, strategic relationships and other
transactions as market conditions or other opportunities arise. There are no
present plans or pending transactions contemplated by our board.
Effect: If
our shareholders approve the proposed amendment, our board of directors may
cause the issuance of additional shares of our common stock without further
vote
of our shareholders, except as may be required in particular cases by our
organizational documents, applicable law, or the rules of any national
securities exchange on which shares of our common stock may then be listed.
Under our certificate of incorporation, our common shareholders do not have
preemptive rights to subscribe to additional securities that may be issued
by
us, which means that current common shareholders do not have a prior right
to
purchase any new issue of our shares in order to maintain their proportionate
ownership of stock. In addition, if our board of directors causes us to issue
additional shares of common stock or securities convertible into or exercisable
for common stock, such issuance could have a dilutive effect on the equity,
earnings and voting interests of existing shareholders. The increase in the
number of authorized shares of our common stock could also have an anti-takeover
effect, although this is not the intent of our board of directors in proposing
the amendment. For example, if our board of directors issues additional shares
in the future, such issuance could dilute the voting power of a person seeking
control of us, thereby deterring or rendering more difficult a merger, tender
offer, proxy contest or an extraordinary transaction opposed by our board of
directors. As of the date of this proxy statement, our board of directors is
not
aware of any attempt or plan to obtain control of us.
The
approval of the proposed amendment requires the affirmative vote of a majority
of the outstanding stock entitled to vote.
The
board of directors recommends that our shareholders vote “FOR” the amendment to
our certificate of incorporation to increase the number of our authorized shares
of common stock from 40,000,000 shares to 100,000,000.
Proposal
No. 3: Approval of Amendment of the 2002 Equity Incentive
Plan
The
board
of directors has approved, and is recommending to the shareholders for approval
at the meeting, an amendment to increase the number of shares that may be issued
pursuant to our 2002 Equity Incentive Plan. The purpose of the 2002 Plan is
to
serve as an incentive and to encourage stock ownership by our directors,
officers, employees, and consultants. The board of directors believes that
the
2002 Plan promotes our interests by allowing such persons to share in our
success and encourages them to remain in our service. Under the 2002 Plan,
we
may grant incentive stock options, as defined in Section 422 of the Internal
Revenue Code, as amended, and referred to in this proxy statement as the Code,
or non-qualified stock options, stock bonuses, and restricted stock.
The
2002
Plan originally provided for the grant of options to purchase up to an aggregate
of 250,000 shares of our common stock. On April 22, 2004, shareholders approved
an increase in the number of shares reserved under the 2002 Plan to 750,000.
On
November 8, 2005, the board of directors approved an increase in the number
of
shares reserved under our 2002 Plan to 1,250,000. On June 26, 2006, the board
of
directors approved an increase in the number of shares reserved under our 2002
Plan to 2,500,000. On January 28, 2007, the compensation committee of the board
of directors approved an increase in the number of shares reserved under our
2002 Plan to 4,000,000. As of July 31, 2007, 447,800 shares of the common stock
remained available for grant under the 2002 Plan. Pursuant to section 12(A)
of
the 2002 Plan, the board recommends that the number of shares that may be issued
pursuant to stock awards be increased from 4,000,000 to 6,000,000. The proposed
increase in the number of authorized shares would ensure for uninterrupted
continuation of the 2002 Plan. No benefits or amounts to any individuals are
determinable at this time and no additional benefits or grants would have been
made to employees, directors, or consultants during the prior fiscal year if
the
proposal had been previously approved.
As
of
July 31, 2007, we had granted options to purchase shares of common stock
pursuant to the 2002 Plan as follows: (i) each executive officer (Richard W.
Egan: 578,500 shares; Stephen N. Samp: 195,100 shares); (ii) all current
directors who are not executive officers, as a group: 934,000 shares; and (iii)
all employees, including all current officers who are not executive officers,
as
a group: 1,799,600 shares.
Description
of the 2002 Plan
Effective
Date.
The
effective date of the 2002 Plan is April 23, 2002. The 2002 Plan shall remain
in
effect until all shares subject to or which may become subject to the 2002
Plan
shall have been purchased pursuant to options granted under the 2002 Plan,
provided that options under the 2002 Plan must be granted within ten years
from
the effective date.
Shares
Reserved for the 2002 Plan.
The
shares of our common stock to be issued to directors, employees, and consultants
under the 2002 Plan may, at the election of the board of directors, be either
treasury shares or shares originally issued for such purpose. The maximum number
of shares that shall be reserved and made available for issuance under the
2002
Plan is currently 4,000,000. Any shares subject to an award that for any reason
expires or is terminated unexercised or unvested may again be subject to an
award under the 2002 Plan.
In
the
event of a subdivision or combination of our shares, the maximum number of
shares that may thereafter be issued and sold under the 2002 Plan and the number
of shares under award shall be proportionately increased or decreased, the
terms
relating to the price at which shares under award will be sold will be
appropriately adjusted, and such other action will be taken as in the opinion
of
the board of directors is appropriate under the circumstances. In the case
of a
reclassification or other change in our shares, the board of directors will
also
make appropriate adjustments.
Persons
Eligible to Participate in the 2002 Plan.
Under
the 2002 Plan, awards may be granted only to those persons who are officers,
directors, employees, or consultants of us or one of our subsidiaries. In
determining the persons to whom awards will be granted and the number of shares
to be covered by each award, the compensation committee shall take into account
the duties of the respective directors, employees, and consultants their present
and potential contributions to our success or one of our subsidiaries, the
anticipated number of years of effective service remaining, and any other
factors as they shall deem relevant in connection with accomplishing the
purposes of the 2002 Plan.
Administration
of the 2002 Plan.
The 2002
Plan is administered by the compensation committee appointed by our board of
directors from among its members. Such committee shall consist of not less
than
two of the non-employee members of the board of directors who are outside
directors and who shall serve at the pleasure of the board.
Subject
to the provisions of the 2002 Plan, the committee has the authority to
administer the 2002 Plan, to select those persons to whom awards will be
granted, to determine the terms and provisions of the respective award
agreements with each participant, including the number of shares to be awarded
to each such person, and to interpret, construe and implement the provisions
of
the 2002 Plan.
Exercise
Price, Terms of Exercise and Payment For Shares. All
Options.
Each
option granted under the 2002 Plan will be represented by an option agreement
which shall set forth the terms particular to that option, including the type
of
option, the number of shares covered by the option, the exercise price, the
term
of the option period and any vesting requirements.
Stock
purchased pursuant to an option agreement shall be paid for in accordance with
the terms and conditions set forth in the option agreement. The terms and
conditions of payment may vary with respect to each optionee. Upon receipt
of
payment (plus any amounts due for applicable tax withholding), we shall, without
transfer or issue tax, deliver to the optionee (or other person entitled to
exercise the option) a certificate or certificates for such shares.
It
is
intended that funds received by us from the exercise of options (other than
applicable tax withholding) will be added to our general working capital and
used for general corporate purposes. Shares of our common stock received in
payment for the exercise price of options may be, at the discretion of the
board
of directors, either held as treasury shares or retired and returned to
authorized but unissued status.
Incentive
Stock Options.
Incentive stock options may be granted only to our employees or to employees
of
our subsidiaries. The exercise price of incentive stock options granted under
the 2002 Plan will be determined by the compensation committee, but in no event
shall such price be less than 100% of the fair market value of the stock on
the
date of the grant of the option. In no event may incentive stock options be
exercised later than ten years from the date of grant of the
option.
Notwithstanding
the foregoing, an optionee who owns, directly or indirectly, more than ten
percent of the total combined voting power of all classes of our stock, referred
to in this proxy statement as a 10% Owner, may not be granted an incentive
stock
option at less than 110% of the fair market value of the common stock on the
date the option is granted. Any incentive stock option granted to a 10% Owner
must by its terms be exercisable within five years from the date it is
granted.
The
aggregate fair market value (determined at the time the option was granted)
of
the shares with respect to which incentive stock options are exercisable for
the
first time by an optionee during any calendar year (under all of our and our
affiliates’ incentive stock option plans) shall not exceed $100,000. Any amounts
exceeding this limit are treated as non-qualified stock options.
Automatic
Grant of Options to Non-Employee Directors.
The 2002
Plan grants to our non-employee directors, without necessity of action by the
board of directors or the compensation committee, as the case may be, a
non-qualified option to purchase 5,000 shares of common stock on the date such
non-employee director first becomes a member of the board of directors, at
an
exercise price equal to the fair market value of such stock on the date of
grant. In addition, the 2002 Plan grants to our non-employee directors, without
necessity of action by the board of directors or the compensation committee,
as
the case may be, a non-qualified option under the 2002 Plan to purchase 15,000
shares of common stock each year, at an exercise price equal to the fair market
value of such stock on the date of grant. Such options are exercisable from
the
date of grant until the date that is the tenth anniversary of the date of grant,
unless earlier terminated in accordance with the provisions of the 2002 Plan.
Options granted to non-employee directors under the 2002 Plan conform in all
respects to the terms of the 2002 Plan.
Termination
of Employment, Assignment and Other Limitations.
In the
event that an optionee during his or her lifetime ceases to be one of our
directors, employees, or consultants or of any one of our affiliates for any
reason other than death or total disability, any option or unexercised portion
thereof which is exercisable on the date the optionee ceases employment shall
expire on the date which is three months following the date the optionee ceases
to be one of our directors, employees, or consultants or of one of our
subsidiaries (or such earlier date as set forth in the option agreement). In
the
event of the death of an optionee while he is one of our directors, employees,
or consultants or of one of our subsidiaries, or while the option is still
the
exercisable, the option may be exercised (to the extent the optionee would
have
been entitled to do so) by a legatee or legatees of the optionee under his
last
will or by his personal representative or representatives at any time within
18
months (or one year for incentive stock options) after death. In the event
of
the optionee’s service as one of our directors, employees, or consultants or of
one of our subsidiaries terminates as a result of his or her total disability,
the option may be exercised within one year after termination (or such earlier
date as set forth in the option agreement).
No
option
shall be assignable or transferable by the optionee except by will or by the
laws of descent and distribution. During the lifetime of the optionee, the
option shall be exercisable only by him or her.
An
optionee shall have no rights as a shareholder with respect to any shares
covered by an option until the date of issuance of the stock certificate to
the
optionee for such shares. Except as otherwise specifically provided in the
2002
Plan, no adjustments shall be made for cash dividends or other rights for which
the record date is prior to the date such stock certificate is
issued.
Adjustment
of Shares.
In the
event that dividends are payable in our common stock or in the event there
are
splits, subdivisions or combinations of shares of our common stock, the 2002
Plan provides that a proportionate adjustment will be made in the number of
shares available under each award issued under the 2002 Plan, and, as to options
then outstanding, a proportionate adjustment to the number of shares subject
to
the option and to the purchase price per share.
After
any
merger of one or more corporations into us, any merger of us into another
corporation, any consolidation of us and one or more corporations, or any other
corporate reorganization of any form involving us as a party thereto involving
any exchange, conversion, adjustment or other modification of the outstanding
shares, each participant shall, at no additional cost, be entitled, upon any
exercise of his award, to receive (subject to any required action by
shareholders), in lieu of the number of shares as to which the award shall
then
be so exercised, the number and class of shares of stock or other securities
or
any other property to which the participant would have been entitled pursuant
to
the terms of the agreement of merger, consolidation or other reorganization
if,
at the time of the merger, consolidation or other reorganization, the
participant had been a holder of record of the number of shares equal to the
number of shares as to which the award shall then be so exercised.
In
the
event of a dissolution or liquidation of us, all outstanding awards shall
terminate immediately prior to such event. In the event of (i) a sale, lease
or
other disposition of all or substantially all of the assets of us, (ii) a merger
or consolidation in which we are not the surviving corporation or (iii) a
reverse merger in which we are the surviving corporation but our shares of
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then any surviving corporation or acquiring corporation
shall
assume any awards outstanding under the 2002 Plan or shall substitute similar
stock awards (including an award to acquire the same consideration paid to
the
shareholders in the transaction) for those outstanding under the 2002 Plan.
In
the event any surviving corporation or acquiring corporation refuses to assume
such awards or to substitute similar stock awards for those outstanding under
the 2002 Plan, then with respect to stock awards held by participants whose
continuous service has not terminated, the vesting of such stock awards (and,
if
applicable, the time during which such stock awards may be exercised) shall
be
accelerated in full, and the awards shall terminate if not exercised (if
applicable) at or prior to such event. With respect to any other awards
outstanding under the 200 Plan, such awards shall terminate if not exercised
(if
applicable) prior to such event.
Amendment
and Termination of the 2002 Plan.
The
board of directors may at any time and from time to time terminate, modify
or
amend the 2002 Plan in any respect, except that without shareholder approval
the
board of directors may not (1) increase the aggregate number of shares for
which
incentive stock options may be granted under the 2002 Plan, (2) modify the
requirements as to the class of employees eligible to receive incentive stock
options, (3) increase the benefits accruing to eligible directors and employees,
(4) remove the administration of the 2002 Plan from the committee, or (5) reduce
the amount of any benefit or adversely change the terms and conditions
thereof.
The
termination or any modification or amendment of the 2002 Plan shall not, without
the consent of a participant, affect his or her rights under an award or right
previously granted to him or her. With the consent of the participant affected,
the board of directors may amend outstanding award agreements in a manner not
inconsistent with the 2002 Plan. Without employee consent the board of directors
may at any time and from time to time modify or amend outstanding option
agreements in such respects as it shall deem necessary in order that options
granted thereunder shall comply with the appropriate provisions of the Code,
and
regulations thereunder which are in effect from time to time respecting
“qualified incentive options.”
Federal
Income Tax Consequences of 2002 Plan
Incentive
Stock Options. All
incentive options granted or to be granted under the 2002 Plan which are
designated as incentive stock options are intended to be incentive stock options
as defined in Section 422 of the Code.
Under
the
provisions of Section 422 of the Code, neither the holder of an incentive stock
option nor we will recognize income, gain, deduction or loss upon the grant
or
exercise of an incentive stock option. An optionee will be taxed only when
the
stock acquired upon exercise of his incentive stock option is sold or otherwise
disposed of in a taxable transaction. If at the time of such sale or disposition
the optionee has held the shares for the required holding period (two years
from
the date the option was granted and one year from the date of the transfer
of
the shares to the optionee), the optionee will recognize long-term capital
gain
or loss, as the case may be, based upon the difference between his exercise
price and the net proceeds of the sale. However, if the optionee disposes of
the
shares before the end of such holding period, the optionee will recognize
ordinary income on such disposition in an amount generally equal to the lesser
of:
(a)
gain
on the sale or other disposition; or
(b)
the
amount by which the fair market value of the shares on the date of exercise
exceeded the option exercise price, with any excess gain being capital gain,
long-term or short-term, depending on whether or not any shares used in the
exercise had previously been held for more than one year on the date of sale
or
other taxable disposition.
The
foregoing discussion and the reference to capital gain or loss treatment therein
assume that the option shares are a capital asset in the hands of the optionee.
A sale or other disposition that results in the recognition of ordinary income
to the optionee will also result in a corresponding income tax deduction for
us.
The
Plan
permits a participant to pay all or part of the purchase price for common shares
acquired pursuant to exercise of an ISO by transferring to the Company other
shares of the Company common stock owned by the participant, and Code Section
422 provides that an option will continue to be treated as an incentive stock
option if it is exercised in such manner. Upon the exchange, and except as
otherwise described herein, no gain or loss is recognized by the participant
upon delivering previously acquired common shares to the Company as payment
of
the exercise price. The common shares received by the participant, equal in
number to the previously acquired common shares exchanged therefore, will have
the same basis and holding period for long-term capital gain purposes as the
previously acquired common shares. The participant, however, will not be able
to
utilize the prior holding period for the purpose of satisfying the ISO statutory
holding period requirements. Common shares received by the participant in excess
of the number of previously acquired common shares will have a basis of zero
(plus, in the case of payment of the purchase price in a combination of cash
and
surrendered shares, the amount of any cash paid) and a holding period which
commences as of the date the common shares are transferred to the optionee
upon
exercise of the ISO. If the exercise of any ISO is effected using common shares
previously acquired through the exercise of an ISO, the exchange of the
previously acquired common shares will be considered a disposition of the common
shares for the purpose of determining whether a Disqualifying Disposition has
occurred and, thus, whether ordinary income will be recognized. In such case,
the participant’s basis in the number of new common shares so acquired that is
equal to the number of common shares surrendered will be equal to the
participant’s cost basis in the common shares surrendered plus the amount of
ordinary income, if any, recognized. The participant’s basis in the additional
number of new common shares received will be zero plus, in the case of payment
of the purchase price in a combination of cash and surrendered common shares,
the amount of any cash paid. However, the incentive stock option stock acquired
through the exchange of statutory option stock will still qualify for favorable
tax treatment under Code Section 422.
Section
424(c)(3) of the Code provides that if “statutory option stock” is transferred
in connection with the exercise of an incentive stock option, and if the holding
period requirements under Section 422(a)(1) of the Code are not met with respect
to such statutory option stock before such transfer, then ordinary income will
be recognized as a result of the transfer of statutory option stock. However,
the incentive stock option stock acquired through the exchange of statutory
option stock will still qualify for favorable tax treatment under Section 422
of
the Code.
The
excess of the fair market value of shares acquired through the exercise of
an
incentive stock option over the exercise price is taken into account in
computing an individual taxpayer’s alternative minimum taxable income. Thus, the
exercise of an incentive stock option could result in the imposition of an
alternative minimum tax liability.
In
general, an option granted under the 2002 Plan that is designated as an
incentive stock option would be taxed as described above. However, in some
circumstances an option that is designated as an incentive stock option will
be
treated as a non-qualified stock option and the holder taxed accordingly. For
example, a change in the terms of an option that gives the employee additional
benefits may be treated as the grant of a new option. Unless all the criteria
for treatment as an incentive stock option are met on the date the “new option”
is considered granted (such as the requirement the option be granted only to
an
employee), the option will be treated and taxed as a non-qualified stock
option.
Non-Qualified
Stock Options.
All
options granted or to be granted under the 2002 Plan which do not qualify as
incentive stock options are non-statutory options not entitled to special tax
treatment under Section 422 of the Code. The Plan requires that all
non-statutory options will have an exercise price equal to not less than 100%
of
the fair market value of the common stock on the date of the grant of the
option.
A
participant in the 2002 Plan will recognize taxable income upon the grant of
a
non-qualified stock option only if such option has a readily ascertainable
fair
market value as of the date of the grant. However, under the applicable Treasury
Regulations, the non-qualified stock options issued under the 2002 Plan will
not
have a readily ascertainable fair market value unless at the time such options
are granted we have similar options actively traded on an established market.
We
presently have no such actively traded options.
Upon
the
exercise of a non-qualified stock option not having a readily ascertainable
fair
market value, the optionee recognizes ordinary income in an amount equal to
the
excess of the fair market value of the shares on the date of exercise over
the
option exercise price for those shares. We are not entitled to an income tax
deduction with respect to the grant of a non-statutory stock option or the
sale
of stock acquired pursuant thereto. We generally are permitted a deduction
equal
to the amount of ordinary income the optionee is required to recognize as a
result of the exercise of a non-statutory stock option.
If
a
participant pays the exercise price, in whole or in part, with previously
acquired common shares, the participant will recognize ordinary income in the
amount which the fair market value of the common shares received exceeds the
exercise price. The participant will not recognize the gain or loss upon
delivering the previously acquired common shares to the Company. Common shares
received by a participant, equal in number to the previously acquired common
shares exchanged therefore, will have the same basis and holding period for
long-term capital gain purposes as the previously acquired common shares. Common
shares received by a participant in excess of the number of such previously
acquired common shares will have a basis equal to the amount of ordinary
compensation income recognized as the result of the exercise of the option
plus,
in the case of payment of the purchase price in a combination of cash and
surrendered shares, the amount of any cash paid. The holding period for the
additional common shares will commence as of the date of exercise or such other
relevant date.
Stock
Bonus Award.
Unless,
at the time of grant, a stock bonus is subject to a substantial risk of
forfeiture and is not transferable free of such a risk of forfeiture, the
recipient of a stock bonus will recognize ordinary income equal to (i) the
excess of the fair market value of such stock bonus on the date of grant over
(ii) the price, if any, paid for such stock bonus. If, however, at the time
of
grant, the stock bonus is subject to a substantial risk of forfeiture and is
not
transferable free of such a risk of forfeiture, the tax consequences of the
receipt of the stock bonus will be as described below under the heading
“Restricted Stock.”
Restricted
Stock.
Generally, and except as noted below, the grant of restricted stock is not
taxable at the time of the grant. Instead, at the time restricted stock vests
(i.e., it becomes free of a substantial risk of forfeiture) or becomes
transferable free of a substantial risk of forfeiture, a participant will
recognize ordinary income equal to (i) the excess of the fair market value
of
such restricted stock on the date the shares vest or become transferable over
(ii) the price, if any, paid for such restricted stock. An employee may,
however, elect to recognize income as of the date of grant of the restricted
stock, in an amount equal to (i) the excess of the fair market value of the
restricted stock on the date of grant over (ii) the price, if any, paid for
the
restricted stock. If such an election is made, no additional income will be
recognized at the time the stock vests or becomes transferable. In the event
of
a subsequent forfeiture of the shares, an employee making such an election
may
be able to recognize a capital loss with respect to the amount, if any, paid
for
such restricted stock, but only to the extent such amount exceeds the amount
realized by such employee on such forfeiture. The employee will not be able
to
recognize a loss for tax purposes with respect to the excess of fair market
value over the purchase price which was previously included in income. Dividends
paid on the shares of restricted stock before they vest will be taxed to the
participant either as additional compensation or, if the participant has made
the election described above, as dividend income.
In
most
cases, the basis in shares acquired upon exercise of a non-qualified option
or
upon an award of a stock bonus or restricted stock will be equal to the fair
market value of the shares on the participant’s income recognition date, and the
holding period for determining gains and losses on a subsequent disposition
of
such shares will begin on such date.
As
a
general rule, we will be entitled to a deduction for federal income tax purposes
at the same time and in the same amount that an employee recognizes ordinary
income from awards granted under the 2002 Plan (including the recognition of
ordinary income as the result of a holder of stock obtained through exercise
of
an incentive stock option disposing of such stock prior to the expiration of
the
required holding period), to the extent such income is considered reasonable
compensation under the Code and generally provided that we comply with the
reporting requirements applicable to the ordinary income recognized by the
participant. We will not, however, be entitled to a deduction with respect
to
payments to employees that are contingent upon a change of control if such
payments are deemed to constitute “excess parachute payments” pursuant to
Section 280G of the Code and do not qualify as reasonable compensation for
service rendered pursuant to that Section. In addition, such payment will
subject the recipient to a 20% excise tax. We also may not be entitled to a
deduction with respect to payments to certain employees to the extent that
the
total remuneration of such employee is found to be excessive under Section
162(m) of the Code.
General.
The 2002
Plan is not qualified under Section 401(a) of the Code and is not subject to
the
provisions of the Employee Retirement Income Security Act of 1974.
The
preceding discussion is based upon federal tax laws and regulations in effect
on
the date of this Proxy Statement, which are subject to change, and upon an
interpretation of the statutory provisions of Section 422 of the Code, its
legislative history and related income tax regulations. Furthermore, the
foregoing is only a general discussion of the federal income tax consequences
of
the 2002 Plan and does not purport to be a complete description of all federal
income tax aspects of the 2002 Plan. Option holders may also be subject to
state
and local taxes in connection with the grant or exercise of options granted
under the 2002 Plan and the sale or other disposition of shares acquired upon
exercise of the options.
Impact
of Section 409A of the Internal Revenue Code
The
tax
consequences described above under “Federal Income Tax Consequences” may be
impacted by the Congress’ adoption of Section 409A of the Internal Revenue Code,
which became effective January 1, 2005 and generally applies to (i) all awards
granted after December 31, 2004, and (ii) the portion of any awards granted
prior to January 1, 2005 which had not yet vested as of December 31, 2004.
If an
award violates Section 409A the affected participant’s award and all similar
awards of the affected participant made under other similar plans or
arrangements of the Company, plus related earnings on such awards, for that
year
and all preceding years, will be includible in the participant’s gross income to
the extent the amounts are not subject to a substantial risk of forfeiture.
In
addition, the participant will be charged interest (generally from the date
that
the award vests) at the IRS underpayment rate plus one percent, plus an
additional tax equal to 20 percent of the compensation that is required to
be
included in gross income. Plans are required to be amended to comply with
Section 409A by December 31, 2007.
The
terms
of the Plan are intended to comply with the requirements of Section 409A.
However, the statutory language of Section 409A is somewhat ambiguous, and
the
proper application of certain of its provisions is currently unclear despite
the
issuance of final regulations by the Treasury. The Treasury has indicated that
it intends to issue additional guidance in the future further clarifying the
application of Section 409A. The Company intends to amend the Plan, if and
as
necessary, to conform its previsions to the requirements of Section 409A as
clarified in that additional guidance.
The
board of directors recommends that our shareholders vote “FOR” the approval of
the amendment of the 2002 Equity Incentive Plan.
Proposal
No. 4: Ratification of Appointment of Independent Auditors
The
board
of directors, upon the recommendation of the audit committee, has appointed
Marcum & Kliegman LLP to serve as our independent auditors for the year
ending December 31, 2007, subject to ratification of this appointment by our
shareholders. Marcum & Kliegman LLP is considered by management to be well
qualified. We have been advised by Marcum & Kliegman LLP that neither it nor
any of its members has any financial interest, direct or indirect, in either
us
or any of our subsidiaries in any capacity. A representative of Marcum &
Kliegman LLP will be available telephonically for the annual meeting and will
be
available to respond to appropriate questions.
The
board of directors recommends that our shareholders vote “FOR” ratification of
the appointment of Marcum & Kliegman LLP as our independent
auditors.
TRANSACTIONS
WITH RELATED PERSONS
On
September 30, 2004, two of our directors, Larry Carr and Edward Redstone, each
converted their $200,000 convertible notes originated in 2001 and all applicable
interest into 96,158 and 96,125 shares of common stock, respectively. At the
same time, Messrs. Carr and Redstone were granted warrants to purchase 192,316
and 192,250 shares of common stock at exercise prices of $2.00 per
share.
We
issued
a $37,000 note payable to Mr. Redstone on June 9, 2006. The debt accrued
interest at 10% and was uncollateralized. The proceeds of this debt were
utilized for working capital purposes. On June 30, 2006, we repaid the note
plus
the accrued interest of $213.
We
issued
notes payable of $379,000 to Mr. Redstone during the year ended December 31,
2006. The debt accrued interest at 10% and was uncollateralized. The proceeds
of
this debt were utilized for working capital purposes. At December 31, 2006,
these notes plus $8,351 of accrued interest were outstanding.
We
issued
additional notes payable to Mr. Redstone during the six months ended June 30,
2007 totaling $117,500. The debt accrued interest at 12%, the notes were due
on
demand, and were uncollateralized. As of March 16, 2007, Mr. Redstone had a
total of $510,000 notes payable outstanding and he exchanged $496,500 of the
notes and accrued interest of $11,289 as part of the Series B Preferred Stock
private placement. The remaining balance of $13,500 and accrued interest
totaling $786 was paid in full at June 29, 2007.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The
following table sets forth certain information as of July 23, 2007 with respect
to ownership of our outstanding common stock by (i) each of our directors and
executive officers, (ii) all of our directors and executive officers, as a
group
and (iii) all persons known to us to own beneficially more than 5% of the
outstanding shares of our common stock:
|
Name
of Beneficial Owner
|
|
Shares
Beneficially
Owned
(1)
|
|
Percent
of
Outstanding
Shares
|
| |
|
|
|
|
|
Larry
M. Carr
|
|
1,350,403
(2)
|
|
19.0%
|
|
Julia
B. North
|
|
75,494
(3)
|
|
1.2%
|
|
Edward
S. Redstone
|
|
5,895,544
(4)
|
|
50.8%
|
|
Richard
W. Egan
|
|
148,150
(5)
|
|
2.2%
|
|
Dallas
S. Clement
|
|
126,981
(6)
|
|
1.9%
|
|
Adam
D. Senter
|
|
83,664
(7)
|
|
1.3%
|
|
Thomas
J. Stallings
|
|
78,874
(8)
|
|
1.2%
|
|
Stephen
N. Samp
|
|
90,100
(9)
|
|
1.6%
|
|
A.
John Knapp, Jr.
|
|
747,162
(10)
|
|
10.4%
|
|
Frederick
G. Wedell
|
|
505,055
(11)
|
|
7.4%
|
|
W.
Cobb Hazelrig
|
|
605,055
(12)
|
|
8.8%
|
|
Glen
E. Murer
|
|
582,081
(13)
|
|
8.4%
|
|
Herbert
Arnold and Leslie Duke
|
|
490,084
(14)
|
|
7.2%
|
|
Vikas
Group, Inc.
|
|
1,720,999
(15)
|
|
21.0%
|
|
Hetesh
Ranchod
|
|
604,384
(16)
|
|
8.5%
|
|
Rakesh
Ranchod
|
|
604,384
(17)
|
|
8.5%
|
|
Triton
Business Development Services
|
|
624,700
(18)
|
|
9.6%
|
|
Donald
B. Gasgarth
|
|
1,459,751
(19)
|
|
18.6%
|
|
Paul
Freischlag, Jr.
|
|
590,343
(20)
|
|
8.3%
|
|
Vestal
Venture Capital
|
|
4,835,065
(21)
|
|
42.8%
|
|
Marc
and Margaret Gorlin
|
|
831,162
(22)
|
|
11.4%
|
|
Oliver
M. Cooper III
|
|
539,916
(23)
|
|
7.7%
|
|
Steve
Gorlin
|
|
543,945
(24)
|
|
7.7%
|
|
Jarrett
Gorlin
|
|
523,741
(25)
|
|
7.5%
|
|
All
directors and executive officers
as
a group (8 persons)
|
|
7,849,210
|
|
61.9%
|
_______________________________
*
Less
than 1% of outstanding shares.
| |
(1)
|
Except
as otherwise indicated, each person named in this table possesses
sole
voting and investment power with respect to the shares beneficially
owned
by such person. “Beneficial ownership,” determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, includes shares for
which an
individual, directly or indirectly, has or shares voting or investment
power and also includes options that are exercisable within 60 days.
|
| |
(2)
|
Consists
of 731,750 shares held directly, 372,500 shares of common stock subject
to
stock options that are exercisable within 60 days, and 241,736 shares
of
common stock subject to presently exercisable common stock purchase
warrants. Also includes 16,667 shares held in the name of OHA Financial,
of which Mr. Carr serves as Chairman of the Board; Mr. Carr disclaims
beneficial ownership of these shares. Mr. Carr’s business address is 2200
Norcross Parkway, #255, Norcross, Georgia
30071.
|
| |
(3)
|
Consists
of 19,994 shares held directly and 55,500 options that are exercisable
within 60 days.
|
| |
(4)
|
Consists
of 782,969 shares held directly, 363,000 shares subject to stock
options
that are exercisable within 60 days, 2,749,512 shares issuable upon
the
exercise of warrants, 2,000,000 shares issuable subject to conversion
of
certain convertible preferred stock and 63 shares owned by Mr. Redstone’s
spouse. Mr. Redstone’s business address is 222 Merrimack Street, Suite
210, Lowell, MA 01852.
|
| |
(5)
|
Consists
of 5,775 shares held directly, 10,000 shares issuable upon the exercise
of
warrants, 10,000 shares issuable subject to conversion of certain
convertible preferred stock, and 122,375 options that are exercisable
within 60 days.
|
| |
(6)
|
Consists
of 57,429 shares owned directly, 23,052 shares issuable upon exercise
of
warrants, and 46,500 shares subject to stock options that are exercisable
within 60 days.
|
| |
(7)
|
Consists
of 28,664 shares held directly and 55,000 options that are exercisable
within 60 days.
|
| |
(8)
|
Consists
of 23,874 shares held directly and 55,000 options that are exercisable
within 60 days.
|
| |
(9)
|
Consists
of 90,100 shares of common stock subject to stock options that are
exercisable within 60 days.
|
| |
(10)
|
Consists
of 71,305 shares owned directly, 295,002 shares of common stock subject
to
presently exercisable common stock purchase warrants, and 333,336
shares
subject to conversion of certain convertible preferred stock. Also
includes 2,979 shares owned by Andover Group, Inc., 44,540 shares
issuable
upon the exercise of warrants that are exercisable within 60 days
by
Andover Group. Mr. Knapp is Chief Executive Officer and majority
shareholder of Andover Group, Inc. Mr. Knapp’s business address is 910
Travis Street, Suite 2205, Houston, TX
77002.
|
| |
(11)
|
Consists
of 50,000 shares of common stock held directly and 50,000 shares
of common
stock subject to presently exercisable common stock purchase warrants.
Also includes 151,685 common shares and 253,370 shares of common
stock
subject to presently exercisable common stock purchase warrants held
in
the name of W&H Investment, of which Mr. Wedell is a
principal. Mr.
Wedell’s business address is 3940 Montclair Rd., Suite 500, Birmingham,
AL
35213.
|
| |
(12)
|
Consists
of 50,000 shares of common stock held directly and 50,000 shares
of common
stock subject to presently exercisable common stock purchase warrants.
Also includes 151,685 and 50,000 common shares and 253,370 and 50,000,
shares of common stock subject to presently exercisable common stock
purchase warrants held in the name of W&H Investment and Hazelrig
Family Partnership, LLP, respectively, of which Mr. Hazelrig is a
principal. Mr. Hazelrig’s business address is PO Box 53044, Birmingham, AL
35253.
|
| |
(13)
|
Consists
of 137,489 shares of common stock held directly, 66,668 shares of
common
stock subject to presently exercisable common stock purchase warrants,
and
266,672 shares subject to conversion of certain convertible preferred
stock. Also includes 27,912 shares owned by Operation Dogbone, LLC,
16,668
shares issuable upon the exercise of warrants that are exercisable
within
60 days by Operation Dogbone, and 66,672 shares issuable subject
to
conversion of certain convertible preferred stock. Mr. Murer is the
majority shareholder of Operation Dogbone, LLC. Operation Dogbone
LLC’s
business address is 201 Armour Dr. NE, Atlanta, GA
30324.
|
| |
(14)
|
Consists
of 131,742 shares of common stock held directly, 102,342 shares of
common
stock subject to presently exercisable common stock purchase warrants,
and
256,000 shares subject to conversion of certain convertible preferred
stock. The Duke’s business address is 12818 Glen Rd., Potomac, MD
20878.
|
| |
(15)
|
Consists
of 17,055 shares of common stock held directly, 765,976 shares of
common
stock subject to presently exercisable common stock purchase warrants
and
937,968 shares subject to conversion of certain convertible preferred
stock. Vikas Group’s business address is 5960 Wild Timber Rd., Sugar Hill,
GA 30518.
|
| |
(16)
|
Consists
of 4,384 shares of common stock held directly, 300,000 shares of
common
stock subject to presently exercisable common stock purchase warrants
and
300,000 shares subject to conversion of certain convertible preferred
stock. Mr. Ranchod’s business address is 5960 Wild Timber Rd., Sugar Hill,
GA 30518.
|
| |
(17)
|
Consists
of 4,384 shares of common stock held directly, 300,000 shares of
common
stock subject to presently exercisable common stock purchase warrants
and
300,000 shares subject to conversion of certain convertible preferred
stock. Mr. Ranchod’s business address is 5960 Wild Timber Rd., Sugar Hill,
GA 30518.
|
| |
(18)
|
Consists
of 624,700 shares of common stock held directly. Triton’s business address
is Wilton Center, Suite 270, 515 E. Crossville Rd., Roswell, GA
30075.
|
| |
(19)
|
Consists
of 107,767 shares held directly, 751,984 shares of common stock subject
to
presently exercisable common stock purchase warrants, and 600,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Gasgarth’s business address is Wilton Center, Suite 270, 515 E. Crossville
Rd., Roswell, GA 30075.
|
| |
(20)
|
Consists
of 3,916 shares held directly, 318,427 shares of common stock subject
to
presently exercisable common stock purchase warrants and 268,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Freischlag’s business address is Wilton Center, Suite 270, 515 E.
Crossville Rd., Roswell, GA 30075.
|
| |
(21)
|
Consists
of 35,065 shares held directly, 2,400,000 shares of common stock
subject
to presently exercisable common stock purchase warrants and 2,400,000
shares subject to conversion of certain convertible preferred stock.
Vestal Venture Capital’s business address is 6471 Enclave Way, Boca Raton,
FL 33496.
|
| |
(22)
|
Consists
of 7,162 shares held directly, 412,000 shares of common stock subject
to
presently exercisable common stock purchase warrants and 412,000
shares
subject to conversion of certain convertible preferred stock. The
Gorlin’s
business address is 950 East Paces Ferry Road, Suite 2860, Atlanta,
GA
30326.
|
| |
(23)
|
Consists
of 3,916 shares held directly, 268,000 shares of common stock subject
to
presently exercisable common stock purchase warrants and 268,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Cooper’s
business address is Wilton Center, Suite 270, 515 E. Crossville Rd.,
Roswell, GA 30075.
|
| |
(24)
|
Consists
of 3,945 shares held directly, 270,000 shares of common stock subject
to
presently exercisable common stock purchase warrants and 270,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Gorlin’s
business address is 1234 Airport Rd. Suite 105, Destin, FL
32541.
|
| |
(25)
|
Consists
of 3,741 shares held directly, 260,000 shares of common stock subject
to
presently exercisable common stock purchase warrants and 260,000
shares
subject to conversion of certain convertible preferred stock. Mr.
Gorlin’s
business address is
34
Peachtree Street, Suite 1000, Atlanta, GA
30303.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our directors, executive
officers and persons who own more than 10% of our outstanding common stock
to
file with the Securities and Exchange Commission reports of changes in ownership
of our common stock held by such persons. Officers, directors and greater than
10% shareholders are also required to furnish us with copies of all forms they
file under this regulation. To our knowledge, based solely on a review of the
copies of such reports furnished to us and representations that no other reports
were required, during the year ended December 31, 2006, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
shareholders were complied with.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
We
have
engaged Marcum & Kliegman LLP as our independent accountants to review and
audit our financial statements for the fiscal year ending December 31, 2007.
Audit
Fees.
The
aggregate fees billed by Marcum & Kliegman LLP for professional services
rendered for the audit of our annual financial statements for the year ended
December 31, 2006 and the review of the financial statements included in our
Forms 10-QSB for 2006 was $80,500. The aggregate fees billed by Marcum &
Kliegman LLP for professional services rendered for the audit of our annual
financial statements for the year ended December 31, 2005 and the review of
the
financial statements included in our Forms 10-QSB for 2005 was $71,000.
Audit-Related
Fees.
There
were no fees charged during 2006 and 2005 for audit-related services.
Tax
Fees.
No tax
compliance, tax advice, or tax planning services were provided to us by Marcum
& Kliegman LLP during 2006 or 2005.
All
Other Fees.
No other
fees were paid to Marcum & Kliegman LLP during 2006. During 2005, Marcum
& Kliegman LLP billed the Company $12,500 for services performed in
conjunction with the SEC Form SB-2 filed by the company in September 2005.
All
fees
paid to Marcum & Kliegman LLP were, and will continue to be, approved by the
audit committee in accordance with our audit committee charter prior to
commencement of work. The committee’s approval policies and procedures are
included in the audit committee charter, found at www.simtrol.com.
OTHER
MATTERS
Annual
Report to Shareholders and Report on Form 10-KSB
Additional
information concerning us, including our financial statements,, is provided
in
our 2006 annual report to shareholders that accompanies this proxy statement.
Our annual report on Form 10-KSB for the fiscal year ended December 31,
2006, as filed with the SEC, is available to shareholders upon written request
to: Simtrol, Inc., Investor Relations Department, 2200 Norcross Parkway #255,
Norcross, GA 30071. Copies of exhibits filed with that report or referenced
therein will be furnished to shareholders of record upon request and payment
of
our expenses in furnishing such documents.
Other
Business
The
board
of directors knows of no other matters to be brought before the annual meeting.
However, if other matters should come before the annual meeting it is the
intention of the persons named in the enclosed form of proxy to vote the proxy
in accordance with their judgment of what is in the best interest of the
Company.
| |
By
Order of the Board of Directors,
Dallas
S. Clement, Chairman of the Board
|
Norcross,
Georgia
August
,
2007
EXHIBIT
A
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF INCORPORATION
OF
SIMTROL,
INC.
Pursuant
to Sections 103 and 242 of the General Corporation Law of the State of Delaware
(the “General Corporation Law”), the undersigned, being the duly elected
President of Simtrol, Inc., a corporation organized and existing under and
by
virtue of the General Corporation Law (the “Company”), for purposes of amending
the Certificate of Incorporation of the Company, does hereby execute,
acknowledge and file the following:
I.
Resolved:
That Section 5.01 of the Certificate of Incorporation, as heretofore added
to or
amended by certificates filed pursuant to law, is amended to read in its
entirety as follows:
“5.01
Authorized
Shares.
The
aggregate number of shares which the Company shall have authority to issue
is
One Hundred Million Eight Hundred Thousand (100,800,000). One Hundred Million
(100,000,000 shall be designated “Common Stock” and shall have a par value of
$0.001. Eight Hundred Thousand Shares shall be designated “Preferred Stock” and
shall have a par value of $0.00025. All shares of the Company shall be issued
for such consideration, as expressed in dollars, as the Board of Directors
may
from time to time determine.”
II.
That
the
foregoing amendment has been duly adopted in accordance with the provisions
of
Section 242 of the General Corporation Law.
IN
WITNESS WHEREOF, the undersigned, being the duly elected President of the
Corporation, has caused this Certificate of Amendment to be signed this ___
day of _____ 2007.
| |
|
|
| |
SIMTROL,
INC. |
|
|
|
| |
By: |
/s/ Richard W. Egan |
| |
Richard
W. Egan, President |
EXHIBIT
B
AMENDMENT
TO
THE
2002
EQUITY INCENTIVE PLAN
OF
SIMTROL,
INC.
Resolved:
That Section 4(A) of the 2002 Equity Incentive Plan shall be amended as
follow:
“4.
SHARES SUBJECT TO THE PLAN.
(A)
SHARE
RESERVE. Subject to the provisions of Section 11 relating to adjustments upon
changes in Common Stock, the Common Stock that may be issued pursuant to Stock
Awards shall not exceed in the aggregate six million (6,000,000) shares of
Common Stock.
II.
IN
WITNESS WHEREOF, the undersigned, being the duly elected President of the
Corporation, has caused this Certificate of Amendment to be signed this ___
day of _____ 2007.
| |
|
|
| |
SIMTROL,
INC. |
|
|
|
| |
By: |
/s/ Richard W. Egan |
| |
Richard
W. Egan, President |
This
Proxy is solicited on behalf of the Board of Directors
of
SIMTROL,
INC.
The
undersigned revokes all previous proxies, acknowledges receipt of the Notice
of
the 2007 Annual Meeting of shareholders to be held on August 31, 2007 and
the
Proxy Statement for the 2007 Annual Meeting, and appoints Richard W. Egan
and
Stephen N. Samp, and each of them, the proxy of the undersigned, with full
power
of substitution, to vote all shares of common stock of Simtrol, Inc. (the
“Company”), which the undersigned is entitled to vote at the 2007 Annual Meeting
of Stockholders of the Company to be held at 11:00 a.m. local time at the
Georgia Tech Hotel & Conference Center, 800 Spring Street, NW, Atlanta, GA
3030 (the “Annual Meeting”), and at any adjournment or postponement thereof,
with the same force and effect as the undersigned might or could do if
personally present thereat. The shares represented by this proxy shall
be voted
by the proxies in the manner set forth on the reverse side and with
discretionary authority with respect to any other business, not known or
determined at the time of the solicitation of this proxy, that properly
comes
before the Annual Meeting or any postponement or adjournment
thereof.
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(1)
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To
elect six directors to serve for a term of one year and until
their
successors are elected and
qualified:
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o |
FOR
all
nominees listed below (except as indicated to the contrary
below)
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o |
WITHHOLD
authority
to vote for all nominees
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Nominees: |
Dallas
S. Clement, Larry M. Carr, Edward S. Redstone, Thomas J. Stallings,
Adam
D. Senter, and Richard W. Egan
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Instruction: |
To
withhold authority to vote for one or more individual nominees,
write the
nominee’s name in the following space:
____________.
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(2)
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To
approve an increase in the authorized number of common shares
from
40,000,000 to 100,000,000, as set forth in Exhibit A to the proxy
statement.
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| FOR
o |
AGAINST
o |
ABSTAIN
o |
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(3)
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To
approve an amendment to the Company’s 2002 equity incentive plan to
increase the number of shares of common stock that may be issued
under the
plan, to a maximum of 6,000,000 shares, as set forth in Exhibit
B to the
proxy statement.
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| FOR
o |
AGAINST
o |
ABSTAIN
o |
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(4)
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To
ratify the appointment of Marcum & Kliegman LLP as the Company’s
independent auditors for the fiscal year ending December 31,
2007.
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| FOR
o |
AGAINST
o |
ABSTAIN
o |
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(5)
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To
transact such other business as may properly come before the
meeting or
any adjournments or postponements
thereof.
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Please
date and sign this Proxy exactly as name(s) appears on the mailing label.
Unless
instructions to the contrary are indicated in the space provided, this
Proxy
will be voted “FOR” election of the nominees named herein and “FOR” proposals
(2), (3) and (4) described above.
NOTE:
When
signing as an attorney, trustee, executor, administrator or guardian, please
give your title as such. If a corporation or partnership, give full name
of
authorized officer. In the case of joint tenants, each joint owner must
sign.
| Dated:
_________________________, 2007 |
x___________________________________
x______________________________
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| o I
plan to
attend the Annual Meeting. |
Print
Name(s): ________________________
___________________________
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| o I
do not plan to attend the
Annual Meeting. |
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