UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant R
Filed by
a Party other than the Registrant £
Check the
appropriate box:
o Preliminary
Proxy Statement
o
Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
þ
Definitive Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to §240.14a-12
SONA
MOBILE HOLDINGS CORP.
(Name
of Registrant as Specified in its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
R 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.
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Previously
Paid: _____________________________________________________________________
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Schedule or Registration Statement
No.: ____________________________________________________
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Party: _______________________________________________________________________________
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Filed:
SONA
MOBILE HOLDINGS CORP.
_______________________
Notice
of Annual Meeting of Stockholders
To
Be Held On Monday, November 17, 2008 at 10:00 a.m. (Pacific)
_______________________
The
Annual Meeting of Stockholders of Sona Mobile Holdings Corp., a Delaware
corporation, will be held at 3773 Howard Hughes Parkway, Suite 500 North, Las
Vegas, Nevada 89169 on Monday, November 17, 2008 at 10:00 a.m., Pacific Time,
for the following purposes:
| 1. | To elect five directors. | |
|
|
2.
|
To
ratify the appointment of Meyers Norris Penny LLP as our company’s
independent auditor for the fiscal year ending December 31,
2008.
|
|
3.
|
To
transact such other business as may properly be brought before the meeting
or any adjournment or adjournments
thereof.
|
The Board
has fixed the close of business on Friday, October 10, 2008 as the record date
for the determination of the stockholders entitled to notice of and to vote at
the meeting and at any adjournment or adjournments thereof.
BY ORDER
OF THE BOARD OF DIRECTORS
Dated:
October 15,
2008 Kimberly
P. Stein, Corporate Secretary
IMPORTANT:
|
Whether
or not you expect to attend in person, please complete, sign, date, and
return the enclosed proxy at your earliest convenience. This
will ensure the presence of a quorum at the meeting. Promptly signing, dating, and
returning the proxy will save our company the expense and extra work of
additional solicitation. An addressed envelope, for
which no postage is required, has been enclosed for that
purpose. Sending in your proxy will not prevent you from voting
your stock at the meeting if you desire to do so, as your proxy is
revocable at your option. If your stock is held through a
broker, bank, or a nominee and you wish to vote at the meeting, you will
need to obtain a proxy form from your broker, bank, or a
nominee.
|
SONA
MOBILE HOLDINGS CORP.
_________________________
PROXY
STATEMENT
_________________________
FOR
ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on Monday, November 17, 2008
_________________________
INFORMATION
ABOUT THE MEETING
General
This
proxy statement is being furnished to the stockholders of Sona Mobile Holdings
Corp., a Delaware corporation, in connection with the solicitation by our Board
of Directors of proxies for use at our Annual Meeting of Stockholders and at any
adjournment or adjournments thereof. The meeting will be held at 3773
Howard Hughes Parkway, Suite 500 North, Las Vegas, Nevada 89169 on Monday,
November 17, 2008 at 10:00 A.M., Pacific Time. The approximate date
on which this proxy statement and the accompanying proxy will be mailed to
stockholders is October 17, 2008. Our company’s executive offices are
located at 245 Park Avenue, New York, New York 10167.
Record
Date and Quorum
Only
stockholders of record at the close of business on Friday, October 10, 2008,
which we have set as the record date, are entitled to notice of and to vote at
the meeting. On the record date, there were issued and outstanding
57,332,857 shares of our common stock, par value $.01 per
share. Shares of common stock were the only voting securities
outstanding on the Record Date.
Voting
Securities and Voting Rights
The
presence, in person or by proxy, of the holders of a majority of the total
number of shares of common stock outstanding constitutes a quorum for the
transaction of business at the meeting. Each stockholder voting at
the meeting, either in person or by proxy, may cast one vote per share of common
stock held on all matters to be voted on at the meeting. Assuming
that a quorum is present, the five persons receiving the highest number of “for”
votes of common stock of our company present in person or represented by proxy
at the meeting and entitled to vote (a plurality) will be elected directors; and
the affirmative vote of a majority of the shares of our common stock present in
person or by proxy at the meeting and entitled to vote is required for the
ratification of the appointment of Meyers Norris Penny LLP as the independent
auditor of our company for the fiscal year ending December 31,
2008.
Votes
cast by proxy or in person at the meeting will be tabulated by the election
inspector appointed for the meeting and will determine whether a quorum is
present. The election inspector will treat abstentions as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum, but as unvoted for purposes of determining the approval of any matter
submitted to the stockholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
Voting
of Proxies
When a
proxy is properly executed and returned, the shares it represents will be voted
at the meeting as directed. If no specification is indicated, the
shares will be voted (1) “for” the election of the nominees for directors set
forth in this proxy statement; (2) to ratify the appointment of Meyers Norris
Penny LLP as the independent auditor of our company for the fiscal year ending
December 31, 2008; and (3) as the persons specified in the proxy deem advisable
on any such other matters as may come before the meeting.
Revocability
of Proxies
Any
stockholder giving a proxy may revoke the proxy at any time before its use by
delivering to us a written notice of revocation, by delivering to us a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person.
Solicitation
We will
bear the cost of this solicitation. In addition, we may reimburse
brokerage firms and other persons representing beneficial owners of shares for
expenses incurred in forwarding solicitation materials to such beneficial
owners. Proxies also may be solicited by certain of our directors and
officers, personally or by telephone or e-mail, without additional
compensation.
Annual
Report and Other Matters
Our 2007
Annual Report to Stockholders, which was mailed to stockholders with or
preceding this proxy statement, contains financial and other information about
our company, but is not incorporated into this proxy statement and is not to be
considered a part of these proxy soliciting materials or subject to Regulations
14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of
1934, as amended, or Exchange Act. The information contained in the
“Audit Committee Report” shall not be deemed “filed” with the Securities and
Exchange Commission, or SEC, or subject to Regulations 14A or 14C or to the
liabilities of Section 18 of the Exchange Act.
Through
our website, www.sonamobile.com, we make
available free of charge all of our SEC filings, including our proxy statements,
our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our
current reports on Form 8-K, as well as Form 3, Form 4, and Form 5 Reports of
our directors, officers, and principal stockholders, together with amendments to
these reports filed or furnished pursuant to Section 13(a), 15(d), or 16 of the
Exchange Act. We will also provide upon written request, without
charge to each stockholder of record as of the record date, a copy of our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007 as filed with
the SEC. Any exhibits listed in the Form 10-KSB report also will be
furnished upon request at the actual expense we incur in furnishing such
exhibits. Any such requests should be directed to our corporate
secretary at our executive offices set forth in this proxy
statement.
ELECTION
OF DIRECTORS
Nominees
Our
certificate of incorporation and bylaws provide that the number of directors may
be fixed from time to time by resolution of our Board of
Directors. The Board of Directors has fixed the current number of
directors at five.
Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the nominees named below, all of whom currently are directors of our
company. In the event that any of the nominees are unable or decline
to serve as directors at the time of the meeting, the proxies will be voted for
any nominees designated by the current Board of Directors to fill the
vacancies. It is not expected that any of the nominees will be unable
or will decline to serve as a director.
The Board
of Directors recommends a vote “for” the nominees named
herein.
The
following table sets forth certain information regarding the nominees for
directors, all of whom are currently directors of our company:
|
Name
of Nominee
|
Age
|
Positions
|
|
Anthony
P.
Toohey
|
46
|
Director,
Chief Executive Officer, and President
|
|
Robert
P. Levy(1)(2)
|
77
|
Chairman
of the Board, Director
|
|
M.
Jeffrey Branman(1)(2)
|
53
|
Director
|
|
Ian
R. James(2)
|
57
|
Director
|
|
Kimberly
P.
Stein
|
36
|
Director,
Vice President - Corporate, and General Counsel, Corporate
Secretary
|
_________________
(1) Member
of the Audit Committee.
(2) Member
of the Compensation and Nominating Committee.
Anthony Toohey has served as a
director of our company since August 29, 2008 and as President and Chief
Executive Officer of our company since September 9, 2008. Mr. Toohey
has been for more than five years the Chief Executive Officer, Managing
Director, and a director of Ebet Limited, a company listed on the Australian
Stock Exchange that develops and markets gaming system products and develops
Internet-based gaming and wagering services.
Robert P. Levy has served as
Chairman of the Board of Directors of our company since September 4, 2008 and as
a director of our company since May 29, 2007. Mr. Levy has been the
Chairman of the Board of DRT Industries, Inc., a diversified business based in
the Philadelphia metropolitan area, since 1952. Mr. Levy has been a
director of Penn National Gaming since 1995. Mr. Levy is also a
director of Fasig-Tipton Company, an equine auction company. Mr. Levy
is the past Chairman of the Board of the Atlantic City Racing Association and
served as President of the Thoroughbred Racing Association for a two year term
from 1989 through 1990.
M. Jeffrey Branman has served
as a director of our company since July 6, 2006. Mr. Branman is a
Managing Director of Hilco Consumer Capital LLC, a private equity firm focused
on North American consumer products companies and brands. Prior to
joining Hilco in March 2007, Mr. Branman was the President and owner of
Interactive Commerce Partners LLC, a provider of financial advisory services to
companies in the interactive commerce technology and content, merchandising, and
direct marketing businesses. Mr. Branman founded Interactive Commerce
Partners in March 2005. From April 2000 through March 2005, Mr.
Branman served as President and founder of Interactive Technology Partners, a
subsidiary of Comcast Corporation, a developer, manager, and operator of
broadband cable networks. Interactive Technology Partners served as
financial advisor to Interactive Technology Holdings, LLC, a joint venture of
Comcast Corporation and QVC, Inc., which made venture capital investments in
interactive commerce technology and content companies. Portfolio
companies on which Mr. Branman served on the board of directors, included
GSI Commerce, Inc. [NASDAQ: GSIC], Commerce Technologies, Inc. and Scene7,
Inc. From March 1996 to February 2000, Mr. Branman was Senior
Vice President Corporate Development of Foot Locker, Inc., a retailer of
athletic footwear and apparel, and additionally was Chief Executive Officer of
FootLocker.com, the internet and direct marketing subsidiary of Foot Locker,
Inc., from October 1988 to February 2000. Mr. Branman currently
serves on the board of directors of GSI Commerce.
Ian R. James has served as a
director of our company since September 9, 2008. Mr. James has also
been a director of Ebet Limited (ASX: EBT) since May 2007 and was a founding
shareholder of Ebet Limited. Mr. James established his own law firm
in July 2005. Mr. James was a partner in the law firm of Mintor
Ellison from January 2001 until July 2005. Previously, Mr. James was
a partner in the law firm of Malleson Stephen Jaques for more than 20
years.
Kimberly P. Stein has served
as a director of our company since October 9, 2008, as Vice President -
Corporate since September 25, 2008, and as General Counsel since March 1,
2008. Prior to joining us, Ms. Stein was a partner in the Las Vegas
law firm of Flangas McMillan Law Group from July 2007 until February 2008.
Ms. Stein
joined the law firm of Flangas McMillan Law Group in January 2004, after being
an associate with Jolley, Urga, Wirth & Woodbury, another Las Vegas law
firm, which she joined in May of 2003 upon obtaining her law
degree. Prior to entering law school, Ms. Stein had almost ten years
experience in the gaming industry. Ms. Stein worked for various
companies, including Mikohn Gaming, Sun International Resorts, Casino Data
System, Alliance Bally Gaming and First Interstate Bank of
Nevada.
Information
Relating to Corporate Governance and the Board of Directors
Our Board
of Directors has determined, after considering all the relevant facts and
circumstances, that Messrs. Branman and Levy are independent directors because
they have no relationship with us that would interfere with their exercise of
independent judgment.
Our
bylaws authorize our Board of Directors to appoint, from among its members, one
or more committees, each consisting of one or more directors. Our
Board of Directors has established two standing committees: an Audit Committee
and a Compensation and Nominating Committee. The members of our Audit
Committee are entirely independent directors. A majority of the
members of our Compensation and Nominating Committee are independent
directors.
Our Board
of Directors has adopted charters for the Audit Committee and the Compensation
and Nominating Committee describing the authority and responsibilities delegated
to each committee by the board. We post on our website at www.sonamobile.com, the
charters of our Audit Committee and our Compensation and Nominating
Committee. These documents are also available in print to any
stockholder requesting a copy in writing from our corporate secretary at our
executive offices set forth in this proxy statement.
We
regularly schedule executive sessions of our Board of Directors at which
independent directors meet without the presence or participation of
management. The Chairman of the Board of Directors presides at such
executive sessions. In his absence, the presiding director of such
executive session rotates among the Chairs of the Audit Committee and
Compensation and Nominating Committee.
The Board
has established a process to receive communications from
stockholders. Stockholders and other interested parties may contact
all or any members of the Board of Directors, or the independent directors as a
group, any Board committee member, or any chair of any such committee by mail or
electronically, at boardofdirectors@sonamobile.com. Any such
communication should be addressed to the Board or any such individual directors
or group or committee of directors by either name or title. If not
sent electronically, all such correspondence should be sent to our executive
offices at 245 Park Avenue, 39th Floor, New York, New York 10167 to the
attention of the Corporate Secretary.
We
encourage our directors to attend each annual meeting of
stockholders. To that end, and to the extent reasonably practical, we
generally schedule a meeting of our Board of Directors on the same day as our
annual meeting of stockholders. All of our directors attended our
annual meeting of stockholders last year.
Attendance
at Committee and Board Meetings
During
the fiscal year ended December 31, 2007 the Board held 11 meetings; the Audit
Committee held six meetings; and the Compensation and Nominating Committee held
six meetings. All directors attended at least 75% of the aggregate
number of meetings of the Board and of all committees of the Board on which that
director served during the last full fiscal year. It is our policy
that directors are invited and encouraged to attend each annual meeting of
stockholders, and all directors attended last year’s annual meeting of
stockholders.
Audit
Committee
The
purpose of the Audit Committee is to oversee the financial and reporting
processes of our company and the audits of the financial statements of our
company and to provide assistance to our Board of Directors with respect to the
oversight of the integrity of the financial statements of our company, our
company’s compliance with legal and regulatory matters, the independent
auditor’s qualifications and independence, and the performance of our company’s
independent auditor. The primary responsibilities of the Audit
Committee are set forth in its charter and include
various matters with respect to the oversight of our company’s accounting and
financial reporting process and audits of the financial statements of our
company on behalf of our Board of Directors. The Audit Committee also
selects the independent auditor to conduct the annual audit of the financial
statements of our company; reviews the proposed scope of such audit; reviews
accounting and financial controls of our company with the independent auditor
and our financial accounting staff; and reviews and approves transactions
between us and our directors, officers, and their affiliates.
The
members of the Audit Committee are M. Jeffrey Branman (Chairman) and Robert P.
Levy. The Board has determined that Mr. Branman qualifies as an
‘‘audit committee financial expert” in accordance with applicable
rules. The Audit Committee held six meetings during fiscal
2007.
Compensation
and Nominating Committee
The
function of the Compensation and Nominating Committee is to review and recommend
the compensation and benefits payable to our officers and directors, review
general policy matters relating to employee compensation and benefits, and
administer our various stock option plans and other incentive compensation
arrangements. The Committee will also seek to identify individuals
qualified to become members of the Board and make recommendations to the Board
of nominees to be elected by stockholders or to be appointed to fill vacancies
on the Board. The current members of the Compensation and Nominating
Committee are Robert P. Levy (Chairman), M. Jeffrey Branman, and Ian R.
James. The Compensation and Nominating Committee held six meetings
during the fiscal year ended December 31, 2007.
In
identifying and recommending nominees for positions on the Board, the
Compensation and Nominating Committee considers (1) a candidate's judgment,
character, expertise, skills, and knowledge useful to the oversight of our
business; (2) a candidate's business or other relevant experience; and (3) the
extent to which the interplay of the candidate's expertise, skills, knowledge,
and experience with that of other members of the Board will build a Board that
is effective, collegial, and responsive to our needs. The
Compensation and Nominating Committee will also consider director candidates
recommended by stockholders. In considering candidates submitted by
stockholders, the committee will take into consideration the needs of the Board
and the qualifications of the candidate, including those set forth
above.
Our
director nominees, Anthony P. Toohey, Robert P. Levy, M. Jeffrey Branman,
Kimberly P. Stein and Ian R. James, were recommended by the Compensation and
Nominating Committee and approved by the Board of Directors for election at the
meeting. Mr. Levy was initially recommended as a nominee by our
former Chief Executive Officer, Shawn Kreloff. Mr. Branman was
initially recommended as a nominee by a stockholder, Steven L.
Martin. Ms. Stein was and was recommended as a nominee by the other
four board members. Mr. Toohey and Mr. James were appointed to the
board pursuant to the terms of the Master Services Agreement executed between
our company and Ebet Limited on August 25, 2008, which gave Ebet the right to
elect two board members to our Board of Directors.
EXECUTIVE
COMPENSATION
The
following table provides certain summary information concerning the compensation
earned for services rendered to us in all capacities during each of the fiscal
years indicated by our “named executive officers” during the fiscal year ended
December 31, 2007.
SUMMARY
COMPENSATION TABLE
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards(6)
($)
|
Options
Awards(7)
($)
|
All
Other
Compensation
($)
|
Total
(4)
|
|
Stephen
Fellows
Chief
Financial Officer(1)
|
2007
2006
|
163,678
138,948
|
28,059
—
|
—
37,333
|
31,067
12,235
|
—
—
|
222,803
188,516
|
|
Shawn
Kreloff
Former
President and Chief Executive Officer(2)(3)
|
2007
2006
|
170,000
159,769
|
50,000
—
|
—
—
|
290,844
83,304
|
—
—
|
510,833
243,073
|
|
Lance
Yu
Former
Senior Vice President and Chief Technology Officer(4)
|
2007
2006
|
187,060
176,420
|
—
—
|
—
—
|
—
—
|
9,540(5)
8,997(5)
|
196,600
185,417
|
______________
|
(1)
|
Mr.
Fellows served as our Vice President-Finance & Corporate Controller
from August 2005 until May 2006 when he was appointed as our Chief
Financial Officer. Mr. Fellows was also our Corporate Secretary
from July 2006 until September 2008, when Kimberly P. Stein was appointed
as Corporate Secretary.
|
|
(2)
|
On August 28, 2006, we entered into an employment agreement with Shawn Kreloff for his services as President and Chief Executive Officer of our company. The employment agreement provided for an annual salary of $170,000, or such higher amount as the Board may determine, and an annual bonus based upon the achievement of targets established by the Board. Pursuant to the employment agreement, following our 2006 annual meeting of stockholders, Mr. Kreloff was granted an option to purchase 3,000,000 shares of common stock. The agreement provided for Mr. Kreloff to receive a severance payment equal to one year’s salary and benefits in the event that he is terminated without Cause (as defined in the employment agreement). In addition, the employment agreement includes a one-year post-employment, non-competition provision if Mr. Kreloff’s employment ends for any reason. |
|
(3)
|
Mr. Kreloff was appointed Chairman in September 2004 and President and Chief Executive Officer in May 2006. Mr. Kreloff was removed for cause from his position as President and Chief Executive Officer on September 9, 2008; he was replaced as Chairman of the Board on September 4, 2008; and he resigned as a director on October 6, 2008. |
|
(4)
|
Mr.
Yu served as our Senior Vice President and Chief Technology Officer from
our inception in November 2003 until September 16, 2008 when he left the
employment of our company.
|
|
(5)
|
Represents payment of a vehicle expense allowance. |
|
(6)
|
The amount of the restricted stock awards is calculated based on the closing market price on the date the restricted stock was granted. |
|
(7)
|
The option awards amount is calculated using the Black-Scholes valuation method using the variables used by us to determine the gross option value for financial statement reporting purposes pursuant to FAS 123(R). The executive compensation for options is recognized over the service period which has been determined to be the vesting period of the option grants. In 2007, 200,000 options were granted to Mr. Fellows on June 22, 2007 at an exercise price of $0.44 per share, with vesting over four years and an expiration date ten years after the grant date. In 2006, 500,000 and 250,000 options were granted to Mr. Kreloff and Mr. Fellows, respectively, on July 13, 2006 at an exercise price of $0.70 per share, with vesting over three years and an expiration date ten years after the grant date. Also in 2006, 3,000,000 options were granted to Mr. Kreloff on October 2, 2006 at an exercise price of $0.63 per share, with vesting over three years and an expiration date ten years after the grant date. |
Outstanding
Equity Awards at 2007 Fiscal Year-End
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout value of Unearned Shares, Units or
Other Rights That Have Not Vested ($)
|
|||||||||||||||||
|
Shawn
Kreloff
|
250,000 | - | (1) |
n/a
|
|
1.60
|
10/12/2010
|
n/a
|
n/a
|
n/a
|
n/a
|
|||||||||||||||
|
Stephen
Fellows
|
50,000 | - | (1) |
n/a
|
1.60
|
10/12/2010
|
n/a
|
n/a
|
n/a
|
n/a
|
||||||||||||||||
|
Lance
Yu
|
150,000 | - | (1) |
n/a
|
1.60
|
10/12/2010
|
n/a
|
|
n/a
|
n/a
|
n/a
|
|||||||||||||||
|
Shawn
Kreloff
|
166,667 | 333,333 | (2) |
n/a
|
0.70
|
7/13/2016
|
n/a
|
n/a
|
n/a
|
n/a
|
||||||||||||||||
|
Shawn
Kreloff
|
1,000,000 | 2,000,000 | (3) |
n/a
|
0.63
|
10/2/2016
|
n/a
|
n/a
|
n/a
|
n/a
|
||||||||||||||||
|
Stephen
Fellows
|
166,667 | 83,333 | (4) |
n/a
|
0.70
|
7/13/2016
|
n/a
|
n/a
|
n/a
|
n/a
|
||||||||||||||||
|
Stephen
Fellows
|
- | 200,000 | (5) |
n/a
|
0.44
|
6/22/2017
|
n/a
|
n/a
|
n/a
|
n/a
|
||||||||||||||||
|
(1)
|
These
options were granted on October 13, 2005. One-third of these
options vested immediately on the date of grant; one third vested on
September 30, 2006; and the remaining one third vested on September 30,
2007.
|
|
(2)
|
These
options were granted on July 13, 2006. These options vest in
three equal annual installments over a three- year period on each
anniversary date of the grant with vesting, commencing July 13, 2007 and
ending on July 13, 2009.
|
|
(3)
|
These
options were granted on October 2, 2006. These options vest in
three equal annual installments over a three year period on each
anniversary date of the grant with vesting commencing on October 2, 2007
and ending on October 2, 2009.
|
|
(4)
|
These
options were granted on July 13, 2006. One-third of these
options vested on the date of grant, and two-third of these options vest
in two equal annual installments over a two-year period on the anniversary
date commencing July 13, 2007 and ending July 13,
2008.
|
|
(5)
|
These
options were granted on June 22, 2007. These options will vest
in four equal annual installments over a four-year period on each
anniversary date of the grant with vesting commencing on June 22, 2008,
and ending on June 22, 2011.
|
Adverse
Proceedings
We
are not aware of any legal proceedings in which any director, officer, or
affiliate of our company, any beneficial owner of record of more than five
percent of any class of voting securities of our company, or any associate of
any such director, officer, affiliate, or security holder is a party adverse to
us or has a material interest adverse to us.
Certain
Related Party Transactions
In
January 2006, we entered into a strategic alliance licensing and distribution
agreement with Shuffle Master, Inc. under which we agreed to develop certain
wireless gaming technology for Shuffle Master. Pursuant to this
agreement, Shuffle Master’s game content was to be offered exclusively for
mobile gaming on our Wireless Gaming System. We were entitled to
receive 40% of the gross revenue received by Shuffle Master from worldwide sales
of wireless ‘‘casino’’ gaming applications to customers of, or sourced by,
Shuffle Master and 45% of the gross revenues received by Shuffle Master from
worldwide sales of wireless ‘‘casino’’ gaming applications to customers sourced
by us. In addition, all capital outlay for infrastructure and
support, including the installation, integration, mobilization, and servicing of
the Wireless Gaming System was to be incurred by us. Shuffle Master
beneficially owns 8.2% of our common stock, and Paul Meyer, the president of
Shuffle Master, served on the Board from March 28, 2006 until June 12,
2007.
The
licensing agreement was amended and restated in its entirety, as was a Master
Services Agreement, effective February 28, 2007. Under the terms of
the amended agreements, both we and Shuffle Master are permitted to distribute,
market, and sell the Casino On Demand Wireless Gaming System to gaming venues
worldwide. Additionally, we have been granted a non-exclusive worldwide license
to offer Shuffle Master's proprietary table game content on the platform, and we
have granted Shuffle Master a non-exclusive worldwide license to certain of our
wireless platform software and enhancements that support the integration and
mobilization of casino gaming applications into in-casino wireless gaming
delivery systems. Under the amended agreements, revenue is split on a
net revenue basis and shared on a 70%-30% basis, with the larger percentage
going to the party having received the revenues. Also, in connection
with certain transactions with non-casino third parties, we and Shuffle Master
will share initial up-front payments 60%-40% and future consideration received
40%-60%.
On July
17, 2006, we entered into a Mutual Separation Agreement and a Consulting
Agreement with John Bush in connection with his resignation as Chief Executive
Officer of our company. Pursuant to the terms of the Mutual
Separation Agreement, Mr. Bush was entitled to receive $150,000 as severance pay
and CAN$65,057.87 subject to all applicable withholding taxes, representing
previously earned but unpaid compensation. Mr. Bush was also entitled
to reimbursement for accrued but unused vacation days with respect to calendar
year 2005 and would receive medical insurance through May 31,
2007. The Mutual Separation Agreement contained a non-competition and
non-solicitation provision for the term of the agreement. In
consideration for the foregoing, Mr. Bush provided us with a general release of
claims. The Mutual Separation Agreement contained certain termination
rights for both us and Mr. Bush and further provided that any termination under
the Mutual Separation Agreement would automatically terminate the Consulting
Agreement.
Pursuant
to the terms of the Consulting Agreement, Mr. Bush, among other things, was
engaged to develop and service the financial services and corporate enterprise
solutions markets for our products and services. The term of the
agreement was for a period of one year commencing on June 1, 2006, subject to
extension and early termination provisions after December 31,
2006. The Consulting Agreement contained representations and
warranties and a non-competition and non-solicitation provision during the term
of the agreement. In consideration for the services provided by Mr.
Bush, he was entitled to receive a consulting fee equal to $7,500 per
month. In addition to the monthly consulting fee, Mr. Bush was
entitled to commissions on the sales of our products and services to
customers. The Consulting Agreement contained certain termination
rights for both us and Mr. Bush, and further provided that any termination under
the Consulting Agreement would automatically terminate the Mutual Separation
Agreement. The Consulting Agreement was terminated effective December
31, 2006. Under the Consulting Agreement, a total of $52,500 was paid
to Mr. Bush for the period from June 1, 2006, through December 31,
2006.
DIRECTOR
COMPENSATION
Our
compensation plan for directors provides for each of our non-employee directors
to receive a quarterly payment of $1,250, plus $250, together with reimbursement
for actual out-of-pocket expenses, for each Board meeting attended in person and
$125 for each Board meeting attended telephonically. Each independent
director also receives a grant of 40,000 shares of restricted stock immediately
upon his or her election or appointment to the Board (with 20,000 shares to vest
immediately and 20,000 to vest on the first anniversary of such person’s
election to the Board). Further, each non-employee director receives
an annual option to purchase such number of shares of common stock having a
value equal to approximately $40,000, with the number of shares determined based
upon the trading price of the common stock on the date of grant, which option
will vest in equal quarterly installments over a one-year period and will be
exercisable for a period of ten years from the date of grant or within two years
after the director ceases to serve as a director, whichever is
earlier.
In
addition, the Chairmen of the Audit Committee and the Compensation and
Nominating Committee each receive an annual fee of $1,000 payable in equal
quarterly installments. Each member of the Audit Committee and the
Compensation and Nominating Committee receives $250, together with reimbursement
for actual out-of-pocket expenses, for each committee meeting attended in person
and $125 for each committee meeting attended telephonically, unless the
committee meeting immediately precedes or follows a Board meeting, in which
event they will receive $150 for attending the committee meeting in person and
$75 if they attend the committee meeting telephonically. In addition,
any Chairman of the Audit Committee who is also designated as an audit committee
"financial expert" will receive a grant of 60,000 shares of restricted stock
immediately upon his or her election or appointment to the Board (of which
30,000 shares will vest immediately and 30,000 will vest on the first
anniversary of such person’s appointment).
The
following table provides certain summary information concerning the compensation
earned by all persons who served as our directors during 2007 (other than Mr.
Kreloff, who earned no compensation for his service as a director) for services
rendered to us during the fiscal year ended December 31, 2007.
DIRECTOR
COMPENSATION
|
Name
|
Fees
Earned or
Paid
in Cash(1)
($)
|
Stock
Awards(2)
($)
|
Options
Awards(3)
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||
|
M.
Jeffrey Branman
|
8,900
|
-
|
14,530
|
-
|
23,430
|
|||||
|
Robert
P. Levy
|
5,028
|
20,000
|
15,008
|
-
|
40,036
|
|||||
|
Michael
Fields(4)
|
3,650
|
-
|
-
|
-
|
3,650
|
|||||
|
Paul
C. Meyer(4)
|
3,778
|
-
|
-
|
-
|
3,778
|
_____________
|
(1)
|
Consists
of fees earned as director fees, including annual board member and
committee chairmen fees plus fees paid for Board meeting and committee
meeting attendance as per the compensation plan for
directors.
|
|
(2)
|
Restricted
shares granted to directors vest 50% on the date of grant and 50% on the
first anniversary of appointment to the Board and are valued above or at
the market price on the date of the grant.
|
|
(3)
|
M. Jeffery Branman and Robert P. Levy were granted stock options to purchase 100,000 shares and 75,000 shares, respectively, during fiscal 2007 under the Compensation Plan for Directors for an aggregate of 175,000 stock options, all where outstanding as at the end of fiscal 2007. The option awards amount above is calculated using the Black-Scholes valuation method using the variables used by us to determine the gross option value for financial statement reporting purposes pursuant to FAS 123(R). These options will vest in equal quarterly installments over a one-year period on the three, six, nine, and twelve month anniversaries of the grant date. |
|
(4)
|
Michael Fields and Paul C. Meyer resigned as directors on August 8, 2007 and June 12, 2007, respectively. |
The
directors voluntarily have not taken any cash compensation since January 1,
2008.
RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITOR
Our Audit
Committee has appointed Meyers Norris Penny LLP to audit the financial
statements of our company for the fiscal year ending December 31, 2008 and
recommends that stockholders vote in favor of the ratification of such
appointment. In the event of a negative vote on such ratification,
the Audit Committee will reconsider its selection. We anticipate that
representatives of Meyers Norris Penny LLP will be present at the meeting, will
have the opportunity to make a statement if they desire, and will be available
to respond to appropriate questions.
The Audit
Committee has considered whether the provision of non-audit services by Meyers
Norris Penny LLP is compatible with maintaining Meyers Norris Penny LLP‘s
independence.
Fees
The
aggregate fees billed to our company by Meyers Norris Penny LLP, for the fiscal
years ended December 31, 2006 and 2007, are as follows:
|
2006
|
2007
|
|
|
Audit
Fees(1)
|
$ 78,003
|
$ 83,816
|
|
Audit-Related
Fees(2)
|
28,442
|
7,069
|
|
Tax
Fees(2)
|
16,733
|
18,238
|
|
All
Other
Fees
|
0
|
0
|
|
Total
Fees
|
$123,178
|
$109,123
|
|
|
________
|
|
|
(1)
|
Audit
fees were for services in connection with the audit of our annual
financial statement and the review of our quarterly financial
statements.
|
|
|
(2)
|
Fees
were for services in connection with a registration statement filed by us
with the SEC and attendance to annual meetings of
shareholders.
|
Horwath
Orenstein LLP (“Horwath”) audited our financial statements for the years ended
December 31, 2003 and 2004. As a result of the merger (which
transaction was consummated on April 19, 2005) between our predecessor and
PerfectData Acquisition Corporation, a wholly owned merger subsidiary of
PerfectData Corporation, Horwath became our auditor of record. Their
audit reports for the fiscal year ended December 31, 2007 appears in our annual
report filed on Form 10-KSB with the SEC on March 31, 2008.
On June
3, 2008, Canadian accounting and professional services firms Meyers Norris Penny
LLP and Horwath Orenstein LLP announced an agreement to merge in July
2008. Meyers Norris Penny LLP and Horwath Orenstein LLP were merged
effective July 1, 2008 and are carrying on business as Meyers Norris Penny
LLP. As a result of the merger, Horwath Orenstein LLP resigned as our
independent auditor. Steps have been taken to ensure “old” Horwath
Orenstein LLP will be able to provide re-issued reports if necessary and
consents in any securities filings.
Audit
Committee Pre-Approval Policies
The
duties and responsibilities of our Audit Committee include the pre-approval of
all audit, audit-related, tax, and other services permitted by law or applicable
SEC regulations (including fee and cost ranges) to be performed by our
independent auditor. Any pre-approved services that will involve fees
or costs exceeding pre-approved levels will also require specific pre-approval
by the Audit Committee. Unless otherwise specified by the Audit
Committee in pre-approving a service, the pre-approval will be effective for the
12-month period following pre-approval. The Audit Committee will not
approve any non-audit services prohibited by applicable SEC regulations or any
services in connection with a transaction initially recommended by the
independent auditor, the purpose of which may be tax avoidance and the tax
treatment of which may not be supported by the Internal Revenue Code and related
regulations.
To the
extent deemed appropriate, the Audit Committee may delegate pre-approval
authority to the Chairman of the Audit Committee or any one or more other
members of the Audit Committee provided that any member of
the Audit Committee who has exercised any such delegation must report any such
pre-approval decision to the Audit Committee at its next scheduled
meeting. The Audit Committee will not delegate to management the
pre-approval of services to be performed by the independent
auditor.
We
require that our independent auditor, in conjunction with our Chief Financial
Officer, be responsible for seeking pre-approval for providing services to us
and that any request for pre-approval must inform the Audit Committee about each
service to be provided and must provide detail as to the particular service to
be provided.
AUDIT
COMMITTEE REPORT
The Audit
Committee was established to meet with management and our independent auditor to
determine the adequacy of internal controls and other financial reporting
matters. The primary responsibility of the committee is to oversee
our financial reporting process on behalf of the Board and report the results of
its activities to the Board and, where required or deemed appropriate, to the
stockholders.
The Audit
Committee reviewed our audited financial statements for the year ended December
31, 2007 and met with our Chief Financial Officer to discuss such audited
financial statements. The Committee discussed with our independent
auditor, the matters required to be discussed by the statement on Auditing
Standards No. 61, as amended, as adopted by the Public Company Accounting
Oversight Board in Rule 3200T. The Audit Committee has received the
written disclosures and the letter from the independent auditor required by the
Independence Standards Board Standard No. 1, as adopted by the Public Company
Accounting Oversight Board in Rule 3600T. The Audit Committee has
discussed with the independent auditor, its independence from our company and
management. Based on its review and discussions of the foregoing, the
Audit Committee recommended to the Board that our audited financial statements
for the fiscal year ended December 31, 2007 be included in our Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2007, as filed with the SEC
on March 31, 2008.
M.
Jeffrey Branman
Robert P.
Levy
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires our executive officers and directors and
persons who beneficially own more than 10% of our common stock to file initial
reports of ownership and changes in ownership of our common stock with the
SEC. Such executive officers, directors, and greater than 10%
stockholders are also required by SEC rules to furnish us with copies of all
Section 16(a) reports they file. Based solely upon our review of
copies of such forms we have received, and other information available to us, to
the best of our knowledge, all Section 16(a) filings were filed on a timely
basis during the fiscal year ended December 31, 2007 up to the present
time.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED
STOCKHOLDER MATTERS
The
following table sets forth, as of the record date, October 10, 2008, certain
information regarding the beneficial ownership of our common stock by the
following:
|
●
|
each
person, or group of affiliated persons, known by us to be the beneficial
owner of more than 5% of our outstanding common stock;
|
| ● | each of our directors: |
| ● | each executive named in the Summary Compensation Table above: and |
| ● | all of our current directors and executive officers as a group. |
Except as
otherwise indicated, the persons listed below have sole voting and investment
power with respect to all of the common stock owned by them. All
information concerning the individual shareholders’ respective beneficial
ownership has been furnished to us by them.
|
Name
and Address of Beneficial Owner
|
Number
of Shares
of
Common Stock
Beneficially
Owned(1)(2)
|
Percentage
of
Common
Stock
Beneficially
Owned(2)
|
||
|
Anthony
P. Toohey
c/o
Sona Mobile Holdings Corp.
245
Park Avenue, 39th Floor
New
York, NY
10167
|
*
|
*
|
||
|
Robert
P. Levy
200
W. Montgomery Avenue
Ardmore,
PA
19003
|
190,000(3)(4)
|
*
|
||
|
M.
Jeffrey Branman
935
First Avenue
King
of Prussia, PA
19406
|
475,000(4)(5)
|
*
|
||
|
Ian
R. James
c/o
Sona Mobile Holdings Corp.
245
Park Avenue, 39th Floor
New
York, NY
10167
|
*
|
*
|
||
|
Stephen
Fellows
c/o
Sona Mobile Holdings Corp.
366
Bay Street, Suite 600
Toronto,
Ontario M5H
4B2
|
408,333(7)
|
*
|
||
|
Kimberly
P. Stein
c/o
Sona Mobile Holdings Corp.
3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV
89169
|
*
|
*
|
||
|
All
directors and officers as a group
(Six)
|
1,073,333(7)
|
1.8%
|
||
|
Shuffle
Master, Inc.
1106
Palms Airport Drive
Las
Vegas, NV
89119
|
4,807,692(8)
|
8.3%
|
||
|
Steven
L. Martin
c/o
Slater Asset Management, LLC
825
Third Avenue, 33rd Floor
New
York, NY
10022
|
4,879,675(9)
|
8.4%
|
||
|
John
Bush
19
Farmcrest Court
Nobleton,
ON
L0G
1N0,
Canada
|
4,883,577(10)
|
8.5%
|
||
|
Shawn
Kreloff(11)
14
Pine Road
Morris,
CT, 06763
|
2,804,911(11)
|
4.9%
|
||
|
Lance
Yu(12)
5
Moses Crescent
Markham,
ON L6C
1S5
|
1,328,734(12)
|
2.3%
|
_________________
* Less
than 1%.
|
(1)
|
Shares
of common stock that an individual or group has a right to acquire within
60 days after October 10, 2008 pursuant to the exercise of options,
warrants, or other rights are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are
not deemed to be outstanding for computing the percentage ownership of any
other person or group shown in the table.
|
|
(2)
|
As
of the record date, October 10, 2008, there were 57,332,857 shares of our
common stock outstanding.
|
|
(3)
|
Includes
40,000 shares issued to Mr. Levy upon his appointment to the Board on May
29, 2007, of which 20,000 shares vested immediately and 20,000 shares
vested one year from the date of grant.
|
|
(4)
|
Includes
150,000 and 255,000 shares issuable upon the exercise of stock options to
Mr. Levy and Mr. Branman, respectively.
|
|
(5)
|
Includes
100,000 shares issued to Mr. Branman on July 6, 2006 upon his appointments
to the Board and as chairman of the Audit Committee, of which 50,000
shares vested immediately and 50,000 shares which vested one year from the
date of grant, as well as 30,000 shares issuable upon the exercise of
five-year warrants.
|
|
(6)
|
Includes
350,000 shares issuable upon the exercise of stock options.
|
|
(7)
|
Includes
755,000 shares issuable upon the exercise of stock options granted to
these directors and officers and 30,000 shares issuable upon the exercise
of five-year warrants.
|
|
(8)
|
Based
on information contained in a Schedule 13G filed by Shuffle Master Inc. on
February 5, 2008. Includes 833,333 shares issuable upon the exercise of
warrants. Dr. Mark L. Yoseloff and Messrs. Garry W. Saunders,
Louis Castle, John R. Bailey and Phillip Peckman are all members of
Shuffle Master, Inc.’s Board of Directors and, as such, have shared voting
and investment control over these securities. The named
individuals disclaim beneficial ownership of these
securities.
|
|
(9)
|
Based
on information contained in a Schedule 13G/A filed by Slater Capital
management LLC on February 15, 2008. Includes shares owned
directly by Mr. Martin (333,333) as well as shares he is deemed to
beneficially own through his wife (8,000), through his two sons (278,085),
through his IRA (152,400) and through his wife’s IRA
(76,200). The total also includes 1,051,057 shares underlying
warrants held by Mr. Martin, certain of the entities mentioned in
this footnote and his wife’s IRA. Mr. Martin also has voting
and investment control over shares owned by Slater Equity Partners, L.P.
(1,495,700), Slater Equity Partner’s Offshore Fund Ltd. (832,500) and
Slater Capital Partners LP (652,400) by virtue of the fact that he is the
Manager and controlling owner of Slater Asset Management, L.L.C. (SAM) and
Slater Capital Management, L.L.C. (SCM). SAM is the general
partner of investment limited partnerships of which SCM is the investment
advisor, including Slater Equity Partners, L.P. SCM is also the
investment advisor to Slater Equity Partners Offshore Fund
Ltd. Mr. Branman, a director of the Company, is a limited
partner in Slater Equity Partners, L.P. and does not have an operating
role.
|
|
(10)
|
Includes
80,202 shares Mr. Bush is deemed to beneficially own through his
wife.
|
|
(11)
|
Mr.
Kreloff was the Chief Executive Officer of our company until September 9,
2008. He had previously been placed on administrative leave by
the Board of Directors on July 16, 2008. Mr. Kreloff was a
director of the Company, until October 6, 2008 when he resigned as a
director. Mr. Kreloff’s beneficial ownership of shares total
includes 41,666 shares issuable upon the exercise of five-year
warrants.
|
|
(12)
|
Mr.
Yu was Chief Technology Officer of the Company until September 17,
2008. Mr. Yu’s beneficial ownership of shares total includes
150,000 shares issuable upon the exercise of stock options which will
expire on November 16, 2008, 60 days after the date he left the company on
September 17, 2008.
|
DEADLINE
FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder
proposals that are intended to be presented by stockholders at the annual
meeting of stockholders for the fiscal year ending December 31, 2008 must be
received by us within the time periods described below in order to be included
in the proxy statement and form of proxy relating to such
meeting. Under our bylaws, stockholders must follow certain
procedures to nominate persons for election as directors or to introduce an item
of business at our annual meeting of stockholders. To be timely under
these procedures, notice of such nomination or business related to our annual
meeting of stockholders in 2009 must comply with the requirements in our bylaws
and must be received by us (1) no earlier than the close of business on the
120th day
prior to the first anniversary of this meeting or later than the 90th day
prior to the first anniversary to this meeting or (2) if the meeting in 2009 is
more than 30 days before or more than 70 days after such anniversary date,
notice by the stockholder must be so delivered not earlier than the close of
business on the date the later of the 120th day
prior to such meeting and not later than the close of business on the 90th day
prior to such meeting, or the 10th day
following the day on which public announcement of the date of such meeting is
first made public by us.
Pursuant
to Rule 14a-4 under the Exchange Act, we intend to retain discretionary
authority to vote proxies with respect to stockholder proposals for which the
proponent does not seek to have us include the proposed matter in the proxy
statement for the annual meeting to be held during calendar 2009, except in
circumstances where (1) we receive notice of the proposed matter no later than
30 days before the first year anniversary of the date this proxy statement, and
(2) the proponent complies with the other requirements set forth in Rule
14a-4.
OTHER
MATTERS
We know
of no other matters to be submitted to the meeting. If any other
matters properly come before the meeting, it is the intention of the persons
named in the enclosed proxy card to vote the shares they represent as our Board
of Directors may recommend.
October
15, 2008
SONA MOBILE HOLDINGS
CORP.
P
R O X Y
FOR ANNUAL MEETING OF THE STOCKHOLDERS
MONDAY,
NOVEMBER 17, 2008
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned stockholder of Sona Mobile Holdings Corp., a Delaware corporation
(the “Company”) hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of the Company, each dated October 15, 2008,
and hereby appoints Anthony P. Toohey, Stephen Fellows, and Kimberly P. Stein,
and each of them, proxies and attorneys-in-fact, with full power of
substitution, on behalf of and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Stockholders of the Company, to be held at
3773 Howard Hughes Parkway, Suite 500 North, Las Vegas, NV 89169 on Monday,
November 17, 2008 at 10:00 A.M., Pacific Time, and at any adjournment or
adjournments thereof, hereby revoking any proxies heretofore given, and to vote
all shares of the Company’s common stock that the undersigned would be entitled
to vote if then and there presently present, on the matters set forth in the
Proxy Statement, and in their discretion upon such other matters as may come
before the meeting.
Please
mark "X" your votes as
indicated:
1. ELECTION
OF DIRECTORS: Anthony P. Toohey, Robert P. Levy, M. Jeffrey Branman, Ian R.
James Kimberly P. Stein
| FOR election of all nominees | o |
| WITHHOLD vote from all nominees | o |
| FOR all nominees, | o |
| EXCEPT for nominee(s) listed below from whom vote is withheld. |
__________________________________________
2. Approval
of the appointment of Meyers Norris Penny LLP as our auditors for the
fiscal year ending December 31, 2008.
FOR o AGAINST o ABSTAIN o
(Continued, and to be signed, on the Reverse Side)
FOLD
HERE
THIS
PROXY WHEN PROPERLY SIGNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 THROUGH 2.
Dated: ,
2008
_________________________________
Signature
of Stockholder
_________________________________
Signature
of Stockholder
NOTE: When
shares are held by joint tenants, both should sign. When signing as
attorney, 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 an authorized person.
IMPORTANT
- PLEASE FILL IN, SIGN AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.