TAMBORIL CIGAR COMPANY (D/B/A AXION POWER INTERNATIONAL) NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on June 4, 2004 |
TAMBORIL CIGAR COMPANY (D/B/A AXION POWER INTERNATIONAL) |
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Common | Capital | Investor | Stock | Total Beneficial | Ownership | |||||||
Stock | Warrants | Warrants | Options | Ownership | Percentage | |||||||
Mega-C Shareholders Trust (1)(2) | 117,239,736 | 117,239,736 | 57.01% | |||||||||
Igor Filipenko (3)(4)(5) | 12,853,336 | 7,000,000 | 3,733,336 | 23,586,672 | 10.90% | |||||||
Robert Averill (3)(5) | 7,786,672 | 2,666,672 | 100,000 | 9,386,672 | 4.50% | |||||||
Glenn Patterson (3)(5)(6) | 6,805,000 | 2,400,000 | 100,000 | 8,666,672 | 4.16% | |||||||
Thomas Granville (3)(5) | 5,282,672 | 1,122,672 | 100,000 | 6,293,344 | 3.04% | |||||||
John Petersen (7) | 521,680 | 1,865,731 | 3,027,397 | 5,414,808 | 2.57% | |||||||
Joseph Souccar (3)(5) | 3,573,336 | 53,336 | 100,000 | 3,520,000 | 1.71% | |||||||
Kirk Tierney (3)(8) | 720,000 | 720,000 | 0.35% | |||||||||
All directors and officers | ||||||||||||
as a group (7 persons) | 37,542,696 | 8,865,731 | 9,976,016 | 3,427,397 | 57,588,168 | 25.27% |
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Total Cash | Total Accrued | ||||||
Name | Position | Year | Compensation | Compensation | |||
Sally Fonner | CEO | 2003 | $12,000 | $125,500 (1) | |||
John Petersen | CFO | 2003 | $40,000 | $152,500 (2) | |||
Alan Goldberg | President | 2002 | $17,500 | ||||
2001 | $20,000 |
(1) Represents $12,500 per month in accrued compensation from February 3 to December 31, 2003, reduced by $12,000 in cash payments.
(2) Represents $7,500 per month in accrued compensation from February 3 to June 30, 2003; $12,500 per month in accrued compensation from July 1 to December 31, 2003 and $80,000 in legal fees, reduced by $40,000 in cash payments.
In connection with the Axion transaction, Ms. Fonner and Mr. Petersen each received 1,865,731 capital warrants in settlement of their accrued compensation claims and their respective interests in $206,123 of related party advances from our former principal stockholders.
We did not have any employee benefits plans at any time during the last three years. No stock options or long-term incentive awards were issued to any officer as compensation for services during the last three years.
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Name | Age | Position in our Company | Proposed Term Expiration | |||
Kirk Tierney | 50 | President and Director | 2005 annual meeting | |||
John L. Petersen | 52 | Chief Financial Officer and Director | 2005 annual meeting | |||
Thomas Granville | 59 | Chairman of Board | 2005 annual meeting | |||
Glenn Patterson | 50 | Director | 2006 annual meeting | |||
Joseph Souccar | 70 | Director | 2006 annual meeting | |||
Robert G. Averill | 63 | Director | 2007 annual meeting | |||
Dr. Igor Filipenko | 40 | Director | 2007 annual meeting |
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Fee Category | 2003 Fees | 2002 Fees |
Audit Fees | $1,500 | $1,500 |
Audit-Related Fees | — | — |
Tax Fees | — | — |
All Other Fees | — | — |
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To increase change the Company’s name to Axion Power International, Inc. | o FOR | o AGAINST | oABSTAIN |
To implement a reverse split of all of the Company’s outstanding common stock in the ratio of one (1) new share for each 1,600 shares presently outstanding and immediately implement a 100 for 1 forward split. | o FOR | o AGAINST | oABSTAIN |
To decrease the Company’s authorized capital to 50,000,000 shares of Common Stock and 12,500,000 shares of preferred stock. | oFOR | oAGAINST | o ABSTAIN |
To amend Article III – Section 1 of our By-Laws to authorize the board to fix the number of directors, require a majority of independent directors and segregate the board into three classes that will be sequentially elected to serve three-year terms. | oFOR | oAGAINST | oABSTAIN |
Robert Averill | oFOR | oWITHHOLD | Thomas Granville | oFOR | oWITHHOLD | |
Dr. Igor Filipenko | oFOR | oWITHHOLD | Glenn Patterson | oFOR | oWITHHOLD | |
Joseph Souccar | oFOR | oWITHHOLD | Kirk Tierney | oFOR | oWITHHOLD | |
John Petersen | oFOR | oWITHHOLD |
To ratify the Incentive Stock Plan for employees | oFOR | oAGAINST | oABSTAIN |
To ratify the Outside Directors’ Stock Option Plan | oFOR | oAGAINST | oABSTAIN |
To ratify the selection of Michael F. Cronin, as independent auditor for the year ending December 31, 2004: | oFOR | oAGAINST | oABSTAIN |