<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use Of The Commission Only (As Permitted By
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
TELENETICS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
(5) Total fee paid:
_____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_____________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________
(3) Filing Party:
_____________________________________________________________________
(4) Date Filed:
_____________________________________________________________________
<PAGE>
TELENETICS CORPORATION
25111 ARCTIC OCEAN
LAKE FOREST, CALIFORNIA 92630
--------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2001
--------------------------
NOTICE IS HEREBY GIVEN that the special meeting of shareholders of
Telenetics Corporation, a California corporation, will be held at our
headquarters located at 25111 Arctic Ocean, Lake Forest, California, on January
26, 2001 at 10:00 a.m., local time, for the following purposes:
(1) To consider and vote upon a proposal to approve an amendment to our
Restated and Amended Articles of Incorporation (the "Articles of Incorporation")
to increase our authorized shares of common stock from 25,000,000 shares to
50,000,000 shares; and
(2) To transact such other business as may properly come before the
meeting or any adjournments and postponements thereof.
The Board of Directors has fixed the close of business on December 22,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the special meeting. Only holders of our common stock at the
close of business on the record date are entitled to vote at the special
meeting. A list of shareholders entitled to vote at the special meeting will be
available for inspection at our executive offices. Shareholders attending the
special meeting whose shares are held in the name of a broker or other nominee
should bring with them a Proxy or letter from that firm confirming their
ownership of shares.
Accompanying this Notice are a Proxy and a Proxy Statement. WHETHER OR
NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND DATE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The Proxy
may be revoked at any time prior to its exercise at the meeting.
Sincerely,
/s/ Terry S. Parker
---------------------
Terry S. Parker,
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. HOWEVER, IF
YOU WILL NOT BE ABLE TO ATTEND OR EVEN IF YOU DO PLAN TO ATTEND, PLEASE PROMPTLY
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
RETURNING A SIGNED PROXY WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE
SPECIAL MEETING, IF YOU SO DESIRE, BUT WILL HELP US SECURE A QUORUM AND AVOID
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION.
<PAGE>
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<PAGE>
TELENETICS CORPORATION
25111 ARCTIC OCEAN
LAKE FOREST, CALIFORNIA 92630
-------------------------
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 26, 2001
--------------------------
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the holders of common stock, no
par value per share, of Telenetics Corporation, a California corporation, in
connection with the solicitation of Proxies by and on behalf of the Board of
Directors (the "Board"). The Proxies solicited hereby are to be voted at a
special meeting of shareholders to be held at 10:00 a.m., local time, on January
26, 2001, at our offices located at 25111 Arctic Ocean, Lake Forest, California
92630, and at any and all adjournments and postponements thereof. This Proxy
Statement and the accompanying Proxy are being mailed to all shareholders on or
about December 27, 2000.
A Proxy is enclosed for your use. The shares represented by each
properly executed unrevoked Proxy will be voted as directed by the shareholder
with respect to the matters described therein. If no direction is made, the
shares represented by each properly executed Proxy will be voted FOR the
amendment to our Articles of Incorporation.
Any Proxy given may be revoked at any time prior to the exercise
thereof by filing with our Secretary an instrument revoking such Proxy or by the
filing of a duly executed Proxy bearing a later date. Any shareholder present at
the meeting who has given a Proxy may withdraw it and vote his shares in person
if such shareholder so desires.
It is contemplated that the solicitation of Proxies will be made
primarily by mail. We will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send Proxies and copies of this Proxy
Statement to the beneficial owners of the shares and will reimburse them for
their expenses in so doing. Should it appear desirable to do so in order to
ensure adequate representation of shares at the meeting, our officers, agents
and employees may communicate with shareholders, banks, brokerage houses and
others by telephone or in person to request that Proxies be furnished. All
expenses incurred in connection with this solicitation will be borne by us. We
have no present plans to hire special employees or paid solicitors to assist in
obtaining Proxies, but we reserve the option of doing so if it should appear
that a quorum otherwise might not be obtained.
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<PAGE>
Only holders of record of our common stock at the close of business on
December 22, 2000 are entitled to notice of and to vote at the special meeting.
As of December 22, 2000, the record date for determining the shareholders
entitled to notice of and to vote at the special meeting, we had issued and
outstanding __________ shares of common stock. Each share of our common stock
issued and outstanding on the record date of December 22, 2000 entitles the
holder thereof to one vote at the special meeting for each matter to be voted on
at such meeting.
The holders of a majority of our shares of common stock issued and
outstanding and entitled to vote at the special meeting, present in person or
represented by Proxy, shall constitute a quorum for purposes of voting on such
proposal. Except as otherwise provided by statute, all matters coming before the
special meeting shall be decided by the vote of the holders of a majority of the
stock present in person or represented by Proxy at the special meeting and
entitled to vote on such matters. Votes cast at the special meeting will be
tabulated by the persons appointed by us to act as inspectors of election for
the special meeting.
The inspectors of election will treat shares of voting stock
represented by a properly signed and returned Proxy as present at the special
meeting for purposes of determining a quorum, without regard to whether the
Proxy is marked as casting a vote or abstaining. Likewise, the inspectors of
election will treat shares of voting stock represented by "broker non-votes"
(i.e., shares of voting stock held in record name by brokers and nominees
concerning which (i) instructions have not been received from the beneficial
owners or persons entitled to vote; (ii) the broker or nominee does not have
discretionary voting power under applicable rules or the instrument under which
it serves in such capacity; or (iii) the record holder has indicated on the
Proxy or has executed a Proxy and otherwise notified us that it does not have
authority to vote such shares on that matter) as present for purposes of
determining a quorum. Abstentions concerning a particular proposal will have the
same effect as votes against such proposal.
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<PAGE>
PROPOSAL NO. 1
AMENDMENT TO RESTATED AND AMENDED ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Effective as of December 4, 2000, the Board approved by action taken
without a meeting of the directors by written consent, an amendment to Article
Third of our Articles of Incorporation to increase the number of shares of
authorized common stock from 25,000,000 to 50,000,000 (the "Authorized Share
Increase"). The full text of the amendment is attached to this Proxy Statement
as EXHIBIT A. The Board believes that the Authorized Share Increase is in the
best interests of our company and our shareholders as it makes additional shares
of common stock available for acquisitions, financings, present and future
employee benefit programs, and other corporate purposes.
The additional shares of common stock resulting from the shareholder
approval of the Authorized Share Increase may be issued from time to time as the
Board may determine without further action of the shareholders. Although the
Board has no current plans to utilize such shares to entrench present
management, it may, in the future, be able to use the additional shares of
common stock as a defensive tactic against hostile takeover attempts. The
authorization of such additional shares of common stock will have no current
anti-takeover effect. No hostile takeover attempts are, to management's
knowledge, currently threatened.
The relative rights and limitations of the common stock would remain
unchanged under the amendment. Shareholders do not currently possess, nor upon
the approval of the proposed Authorized Share Increase will they acquire,
preemptive rights that would entitle such persons, as a matter of right, to
subscribe for the purchase of any shares, rights, warrants or other securities
or obligations convertible into, or exchangeable for, securities of our company.
RECOMMENDATION AND REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of
common stock present in person or represented by Proxy at the special meeting is
required for approval of this proposal. THE BOARD RECOMMENDS A VOTE FOR APPROVAL
OF THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of our common stock as of December 13, 2000 by the following
individuals and does not reflect any changes that may have occurred after that
date:
o each person who is known by us to beneficially own more than
five percent, in the aggregate, of the outstanding shares of
our common stock;
o each of our directors and executive officers; and
o all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. Except as indicated in the footnotes to the table, we believe each
security holder possesses sole voting and investment power with respect to all
of the shares of common stock owned by such security holder, subject to
community property laws where applicable. In computing the number of shares
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<PAGE>
beneficially owned by a security holder and the percentage ownership of that
security holder, shares of common stock subject to options or warrants held by
that person that are currently exercisable or are exercisable within 60 days
after the date of the table are deemed outstanding. Such shares, however, are
not deemed outstanding for the purpose of computing the percentage ownership of
any other person or group. On December 13, 2000, there were 16,446,611 shares of
our common stock outstanding.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK(1)
------------------------ -------------------- ---------------
<S> <C> <C>
Michael A. Armani (3) 1,826,477 11.09%
Shala Shashani (4) 1,622,477 9.85%
Terry S. Parker (2)(5) 768,750 4.51%
H. George Levy, M.D. (6) 483,802 2.92%
David L. Stone (2)(7) 185,000 1.12%
Thomas Povinelli (8) 177,664 1.08%
Bradley L. Jacobs (9) 114,100 *
Edmund P. Finamore (10) 52,000 *
All directors and executive officers of our
company as a group (8 persons)(11) 5,539,797 31.65%
--------------------------
* Less than 1%.
(1) The number of shares outstanding used in this calculation was the
number actually outstanding on December 13, 2000.
(2) Executive officer of our company.
(3) Includes an aggregate of 20,000 shares of common stock underlying
options.
(4) Includes an aggregate of 20,000 shares of common stock underlying
options.
(5) Includes an aggregate of 600,000 shares of common stock underlying
options granted to Saunders & Parker, Inc., a corporation of which Mr.
Parker is an executive officer, director and 50% shareholder.
(6) Includes 66,500 shares of common stock held in trust and 20,000 shares
of common stock held by Dr. Levy's spouse. Also includes an aggregate
of 20,000 shares of common stock underlying options and 77,500 shares
underlying warrants.
(7) Includes an aggregate of 30,000 shares of common stock underlying
options.
(8) Includes 20,000 shares underlying options granted to Mr. Povinelli and
50,000 shares underlying options granted to Gilman & Ciocia, Inc., a
corporation of which Mr. Povinelli is the Chief Operating Officer, a
director and a major shareholder.
(9) Includes an aggregate of 65,000 shares of common stock underlying
options.
(10) Consists solely of 52,000 shares of common stock underlying options.
(11) Includes an aggregate of 1,045,500 shares of common stock underlying
options and warrants.
</TABLE>
AUDIT COMMITTEE AND CHARTER
Our Audit Committee makes recommendations to our Board regarding the
selection of independent auditors, reviews the results and scope of the audit
and other services provided by our independent auditors, reviews our financial
statements for each interim period and reviews and evaluates our internal audit
and control functions. The Audit Committee currently consists of three
independent directors and operates under a written charter adopted by the Board,
a copy of which is attached hereto as EXHIBIT B. The Audit Committee was formed
by the Board effective as of February 25, 2000 and, thus, did not hold any
meetings during 1999.
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<PAGE>
A representative of BDO Seidman, LLP, the independent public
accountants for our company, is not expected to be present at the special
meeting.
OTHER MATTERS
The Board knows of no matter to come before the special meeting other
than as specified herein. If other business should, however, be properly brought
before such meeting, the persons voting the proxies will vote them in accordance
with their best judgment.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 of the Securities and Exchange Commission,
proposals by shareholders which are intended for inclusion in our proxy
statement and proxy and to be presented at our next annual meeting must be
received by us by December 25, 2000 in order to be considered for inclusion in
our proxy materials. Such proposals shall be addressed to our Secretary and may
be included in next year's proxy materials if they comply with certain rules and
regulations of the Securities and Exchange Commission governing shareholder
proposals. For all other proposals by shareholders to be timely, a shareholder's
notice must be delivered to, or mailed and received at, our principal executive
offices not later than March 25, 2001. If a shareholder fails to so notify us of
any such proposal prior to such date, our management will be allowed to use
their discretionary voting authority with respect to proxies held by management
when the proposal is raised at the annual meeting (without any discussion of the
matter in our proxy statement).
ANNUAL REPORT
A copy of our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, as filed with the Securities and Exchange Commission, is
available without charge by writing to: Telenetics Corporation, 25111 Arctic
Ocean, Lake Forest, California 92630, ATTENTION: Chief Financial Officer.
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN PROMPTLY THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ Terry S. Parker
---------------------
Terry A. Parker,
President and Chief Executive Officer
Lake Forest, California
_______________, 2000
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<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
-----------------------------------------------------
(attached hereto)
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<PAGE>
CERTIFICATE OF AMENDMENT
OF RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
TELENETICS CORPORATION
Terry S. Parker and David L. Stone certify that:
1. They are the President and Secretary, respectively, of Telenetics
Corporation, a California corporation.
2. Article Third of the Restated and Amended Articles of Incorporation
of this corporation is amended to read as follows:
THIRD: The total number of shares which this corporation shall have
authority to issue is fifty-five million (55,000,000) shares of capital
stock, of which fifty million (50,000,000) shares shall be designated
as Common Stock, without par value, and five million (5,000,000) shares
shall be designated Preferred Stock, without par value. Shares of
Preferred Stock may be issued from time to time in one or more classes
or series as the Board of Directors, by resolution or resolutions, may
from time to time determine. The voting powers, preferences, privileges
and relative, participating, optional, and other special rights, and
the qualifications, limitations or restrictions, if any, of each such
class or series may differ from those of any and all other classes or
series of Preferred Stock at any time outstanding, and the Board of
Directors is hereby expressly granted authority to fix or alter, before
issuance, by resolution or resolutions, the designation, number, voting
powers, preferences, privileges and relative, participating, optional
and other special rights, and the qualifications, limitations and
restrictions of, each such class or series.
3. The foregoing Certificate of Restated and Amended Articles of
Incorporation has been duly approved by the Board of Directors of the
corporation.
4. The foregoing Amendment of Restated and Amended Articles of
Incorporation set forth herein has been duly approved by the required vote of
shareholders in accordance with Section 902 of the California Corporations Code.
The total number of shares voting in favor of the amendment equaled or exceeded
the vote required. The percentage vote required was more than fifty percent
(50%).
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and
correct of our own knowledge.
Date:____________
----------------------------------
Terry S. Parker, President
----------------------------------
David L. Stone, Secretary
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<PAGE>
EXHIBIT B
AUDIT COMMITTEE CHARTER
-----------------------
(attached hereto)
-8-
<PAGE>
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
TELENETICS CORPORATION
The Audit Committee (the "Committee") of the Board of Directors (the "Board") of
Telenetics Corporation (the "Corporation"), will have the oversight
responsibility, authority and specific duties as described below.
I. PURPOSE
The primary function of the Committee is to assist the Board in
fulfilling its oversight responsibilities with respect to the financial reports
and other financial information provided by the Corporation to its shareholders
and others, the Corporation's system of internal controls, and the Corporation's
audit, accounting, and financial reporting processes generally. In carrying out
these functions, the Committee shall serve as an independent and objective
monitor of the performance of the Corporation's financial reporting process and
system of internal controls; review and appraise the audit efforts of the
Corporation's independent accountants and internal audit department; and provide
for open, on-going communication among the independent accountants, financial
and senior management, internal audit department, and the Board concerning the
Corporation's financial position and affairs. To effectively perform his or her
role, each Committee member will obtain an understanding of the responsibilities
of Committee membership as well as the Corporation's business, operations and
risks.
II. MEMBERSHIP
The Committee shall be comprised of at least two members of the Board,
a majority of the members of which shall be independent directors as determined
by Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards. The Board shall also designate a chairperson of the Committee.
Members of the Committee are elected to serve for a term of one year. Each
Committee member shall be financially literate (I.E., be able to read and
understand fundamental financial statements, including a company's balance
sheet, income statement and cash flow statement) or become financially literate
within a reasonable period of time after his or her appointment to the
Committee. At least one member of the Committee must have accounting or related
financial management expertise.
III. FUNCTIONS
Without limiting the Committee's authority, the Committee shall carry
out the following specific activities:
A. REVIEW OF DOCUMENTS AND REPORTS
1. Review and reassess this Charter at least annually.
2. Review the Corporation's annual report on Form
10-KSB, including the Corporation's year-end
financial statements, before its release and consider
whether the information is adequate and consistent
with members' knowledge about the Corporation and its
operations.
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<PAGE>
3. Review the Corporation's quarterly reports on Form
10-QSB prior to their filing or prior to the release
of earnings and consider whether the information is
adequate and consistent with members' knowledge about
the Corporation and its operations.
4. Review the regular internal reports to management
prepared by the internal auditing function and
management's response.
B. INDEPENDENT AUDITORS
1. Recommend to the Board the selection of the
independent auditors, considering their independence.
On an annual basis, the Committee shall require the
independent auditors to provide the Committee with a
written statement disclosing all relationships
between the Corporation and the independent auditors.
The Committee should review and discuss these
relationships with the independent auditors to
determine the auditors' independence. The Committee
shall take or recommend appropriate action to ensure
the independence of the independent auditors. The
independent auditors are accountable to the Board and
the Committee.
2. Review with the independent auditors the intended
scope and approach of the annual audit and the audit
methods and principles being applied by the
independent auditors, and the fees charged by the
independent auditors.
3. Review and discuss the results of the audit with both
the independent auditors and management.
4. Review with both management and the independent
auditors procedures established to prevent any fraud,
illegal acts or deficiencies in internal control, and
ensure that the independent auditors inform the
Committee of any fraud, illegal acts or deficiencies
in internal control of which they become aware and
communicate certain required matters to the
Committee.
5. Review with the independent auditors their
performance and approve any proposed discharge of the
independent auditors when circumstances warrant.
6. Direct and supervise special audit inquiries by the
independent auditors as the Board or the Committee
may request.
C. FINANCIAL REPORTING PROCESSES
1. Review significant accounting and reporting issues,
including recent professional and regulatory
pronouncements or proposed pronouncements, and
understand their impact on the Corporation's
financial statements.
2. In consultation with the independent auditors and the
internal auditors, review the integrity of the
Corporation's financial reporting processes, policies
and practices, both internal and external.
3. Consider the independent auditors' judgments about
the quality and appropriateness of the Corporation's
accounting principles as applied in its financial
reporting.
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<PAGE>
4. Consider and approve, if appropriate, major changes
to the Corporation's auditing and accounting
principles and practices as suggested by the
independent auditors, management or the internal
auditing function.
D. PROCESS IMPROVEMENT
1. Ensure that significant findings and recommendations
made by the internal and independent auditors are
received and discussed on a timely basis.
2. Review any significant disagreement among management
and the independent auditors or the internal auditing
function in connection with the preparation of the
financial statements.
3. Review with the independent auditors, the internal
auditing function, and management the extent to which
changes or improvements in financial or accounting
practices, as approved by the Committee, have been
implemented. This review should be conducted at an
appropriate time subsequent to implementation of
changes or improvements, as decided by the Committee.
E. ETHICAL AND LEGAL COMPLIANCE
1. Establish, review and update periodically a code of
ethical conduct for the Corporation and ensure that
management has established a system to enforce this
code.
2. Review management's monitoring of the Corporation's
compliance with the Corporation's code of ethical
conduct, and ensure that management has the proper
review system in place to ensure that the
Corporation's financial statements, reports and other
financial information disseminated to governmental
entities and the public satisfy legal requirements.
3. Review activities, organizational structure and
qualifications of the internal audit function.
4. Review legal compliance matters with the
Corporation's counsel.
5. Review with the Corporation's counsel any legal
matter that could have a significant impact on the
Corporation's financial statements.
6. Review annually internal and external audits of
employee benefit plans of the Corporation (including
subsidiaries) to determine that there are proper
procedures to ensure compliance with all relevant
laws and regulations.
7. Review annually the adequacy of the Corporation's
insurance.
8. Review annually the adequacy of protection of
technology, including physical security, patent and
trademark programs and proprietary information.
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<PAGE>
F. REPORTING RESPONSIBILITIES
1. Regularly update the Board about Committee activities
and make appropriate recommendations.
IV. MEETINGS
The Committee will meet from time to time whenever necessary or
appropriate in order to discharge the functions specified in this Charter.
Minutes shall be kept of each meeting of the Committee and will be provided to
each member of the Board. Any action of the Committee shall be subject to
revision, modification or rescission by the Board, provided that no rights of
third parties shall be affected by any such revision, modification or
rescission.
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<PAGE>
TELENETICS CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 2001
The undersigned hereby appoints Terry S. Parker, the attorney, agent
and proxy of the undersigned, with the power to appoint his substitute, to
represent and vote, as designated below, all shares of common stock of
Telenetics Corporation (the "Company") held of record by the undersigned on
December 22, 2000, at the Special Meeting of Shareholders to be held at the
Company's headquarters located at 25111 Arctic Circle, Lake Forest, California
92630 on January 26 2001, at 10:00 a.m., Pacific Time, and at any and all
adjournments thereof.
1. AMENDMENT OF RESTATED AND AMENDED ARTICLES OF INCORPORATION.
Approval of the amendment of the Restated and Amended Articles of Incorporation
of the Company to increase the number of shares of common stock authorized for
issuance by the Company from 25,000,000 shares to 50,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted FOR Proposal 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Dated:
----------------------------------
Name:
-----------------------------------
Common Shares:
--------------------------
---------------------------------------
Signature
---------------------------------------
Signature (if held jointly)
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
