SCHEDULE 14A |
(RULE 14A-101) |
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a - -11(c) or Section 240.14a -12
SENSE TECHNOLOGIES INC. |
(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): | |
[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: |
N/A | |
(2) | Aggregate number of securities to which transaction applies: |
N/A | |
(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): |
N/A | |
(4) | Proposed maximum aggregate value of transaction: |
N/A | |
(5) | Total fee paid: |
N/A | |
[ ] 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: |
N/A | |
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(2) | Form, Schedule or Registration Statement No.: |
N/A | |
(3) | Filing Party: |
N/A | |
(4) | Date Filed: |
N/A | |
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SENSE TECHNOLOGIES INC. |
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS |
TO BE HELD AT 10:00 A.M. ON AUGUST 18th, 2006 |
The 2006 Annual General Meeting of Stockholders of Sense Technologies Inc. will be held at 10:00 a.m. Vancouver Time on August 18th, 2006, at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia V6C 2T8, for the following purposes:
1. | To elect three (3) Directors to serve until the next Annual General Meeting of Stockholders or until their respective successors are elected and qualified; |
2. | To ratify the appointment of Amisano Hanson, Chartered Accountants, as our independent auditors for the year ending February 28, 2007; |
3. | To transact such other business as may properly come before the Annual General Meeting and any adjournment or postponement thereof. |
The Board of Directors has fixed June 20, 2006 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual General Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual General Meeting.
All stockholders are invited to attend the Annual General Meeting in person, but even if you expect to be present at the meeting, you are requested to mark, sign, date and return the enclosed proxy card as promptly as possible to ensure your representation.All proxies must be received by our transfer agent by no later than 48 hours prior to the time of the meeting in order to be counted. The address of our transfer agent is as follows: Pacific Corporate Trust Company, 3rd Floor - 510 Burrard Street, Vancouver, BC, V6C 3B9, Fax No. (604) 689-8144. Stockholders of record attending the Annual General Meeting may vote in person even if they have previously voted by proxy.
Dated at Vancouver, British Columbia, this 21st day of July, 2006.
BY ORDER OF THE BOARD OF DIRECTORS |
/s/ Bruce E. Schreiner |
President, Chief Executive Officer and Director |
SENSE TECHNOLOGIES INC. |
PROXY STATEMENT |
ANNUAL GENERAL MEETING OF SHAREHOLDERS |
TO BE HELD AUGUST 18TH, 2006 |
In this Proxy Statement and Information Circular, all dollar amount references herein are in |
the lawful currency of the United States. |
GENERAL
The enclosed proxy is solicited by the Board of Directors of Sense Technologies Inc., a Yukon Territories corporation (the "Company" or “Sense”), for use at the Annual General Meeting of Stockholders (the “Annual and Special General Meeting”) of Sense to be held at 10:00 a.m. Vancouver Time on August 18th, 2006, at Suite 1200 -750 West Pender Street, Vancouver, British Columbia V6C 2T8, and at any adjournment or postponement thereof.
Our administrative offices are located at 2535 N. Carleton Avenue, Grand Island, Nebraska, 68803, USA. This Proxy Statement and the accompanying proxy card are being mailed to our stockholders on or about July 21, 2006.
The cost of solicitation will be borne by the Company. The solicitation will be made primarily by mail. Proxies may also be solicited personally or by telephone by certain of the Company’s directors, officers and regular employees, who will not receive additional compensation therefore. In addition, the Company will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding solicitation materials to beneficial owners. The total cost of proxy solicitation, including legal fees and expenses incurred in connection with the preparation of this Proxy Statement and Information Circular, is estimated to be $6,000.
APPOINTMENT OF PROXYHOLDER
The persons named as proxyholder in the accompanying form of proxy were designated by the management of the Company ("Management Proxyholder").A shareholder desiring to appoint some other person ("Alternate Proxyholder") to represent him at the Meeting may do so by inserting such other person's name in the space indicated or by completing another proper form of proxy.A person appointed as proxyholder need not be a shareholder of the Company. All completed proxy forms must be deposited with Pacific Corporate Trust Company not less than forty-eight (48) hours, excluding Saturdays, Sundays, and holidays, before the time of the Meeting or any adjournment of it unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.
EXERCISE OF DISCRETION BY PROXYHOLDER
The proxyholder will vote for or against or withhold from voting the shares, as directed by a shareholder on the proxy, on any ballot that may be called for.In the absence of any such direction, the Management Proxyholder will vote in favour of matters described in the proxy. In the absence of any direction as to how to vote the shares, an Alternate Proxyholder has discretion to vote them as he or she chooses.
The enclosed form of proxy confers discretionary authority upon the proxyholder with respect to amendments or variations to matters identified in the attached Notice of Meeting and other matters which may properly come before the Meeting. At present, Management of the Company knows of no such amendments, variations or other matters.
PROXY VOTING
Registered Shareholders
If you are a registered shareholder, you may wish to vote by proxy whether or not you attend the Meeting in person. If you submit a proxy, you must complete, date and sign the Proxy, and then return it to the Company's transfer agent, Pacific Corporate Trust Company by fax at 604-689-8144, or by mail or by hand delivery at 3rd Floor - 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used. Telephone voting can be completed at 1-888-835-8683 and Internet voting at http://www.pctc.com/webvote.htm.
Beneficial Shareholders
The following information is of significant importance to shareholders who do not hold Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Shares).
If Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Shares will not be registered in the shareholder's name on the records of the Company. Such Shares will more likely be registered under the names of the shareholder's broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).
Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.
If you are a Beneficial Shareholder:
You should carefully follow the instructions of your broker or intermediary in order to ensure that your shares are voted at the Meeting.
The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communication Services ("ADP") in the United States and in Canada. ADP mails a voting instruction form in lieu of a Proxy provided by the Company. The voting instruction form will name the same persons as the Company's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to ADP by mail or facsimile or given to ADP by phone or over the internet, in accordance with ADP's instructions. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting.If you receive a voting instruction form from ADP, you cannot use it to vote Shares directly at the Meeting - the voting instruction form must be completed and returned to ADP, in accordance with its instructions, well in advance of the Meeting in order to have the Shares voted.
Although as a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Shares as proxyholder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.
Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and vote your Shares.
REVOCATION OF PROXIES
In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:
(a) | Executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare Investor Services Inc. at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the |
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Meeting or any reconvening thereof, or in any other manner provided by law, or | ||
(b) | Personally attending the meeting and voting the registered shareholders’ shares. |
A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.
Only registered shareholders have the right to revoke a Proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf.
VOTING PROCEDURE
A quorum for the transaction of business at the Meeting is at least one person present in person being shareholders entitled to vote at the Meeting or duly appointed proxies or representatives for absent shareholders so entitled. Broker non-votes occur when a person holding shares through a bank or brokerage account does not provide instructions as to how his or her shares should be voted and the broker does not exercise discretion to vote those shares on a particular matter. Abstentions and broker nonvotes will be included in determining the presence of a quorum at the Meeting. However, an abstention or broker non-vote will not have any effect on the outcome for the election of directors.
Shares for which proxy cards are properly executed and returned will be voted at the Meeting in accordance with the directions noted thereon or, in the absence of directions, will be voted "FOR" the election of each of the nominees to the board of directors, and "FOR" the ratification of the appointment of Amisano Hanson, Chartered Accountants, as the independent auditor. It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their discretion with respect to such matters.
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On June 20, 2006 there were 42,525,811 shares of our common stock (the "Common Stock"), issued and outstanding, each share carrying the right to one vote, and 343,050 Class “A” Preferred Shares. Only holders of Common Stock as at the close of business on the June 20, 2006 will be entitled to vote in person or by proxy at the Meeting or any adjournment thereof. The Class “A” Preferred Shares are non-voting.
The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of June 20, 2006 by
(i) | each person or entity known by Sense to beneficially own more than 5% of the Common Stock; |
(ii) | each Director of Sense; |
(iii) | each of the named Executive Officers of Sense; and |
(iv) | all Directors and Executive Officers as a group. |
Except as noted in the following table, Sense believes that the beneficial owners of the Common Stock listed below have sole voting and investment power with respect to such shares.
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Name and Address of Beneficial Owner | Amount of Beneficial Ownership[1] | Percent of Class[2] |
Steve Sommers[3] 21018 Buckskin Trail Elkhorn, NE 68022 | 3,796,187[3] | 8.92% |
First Americans Insurance Service Inc. 2621 West Highway 30 Grand Island, NE 68803 | 2,700,000 | 6.35% |
Bruce E. Schreiner, Director 3535 Grassridge Drive Grand Island, Nebraska 68803 | 1,184,838 | 2.79% |
Cynthia L. Schroeder, Director 15409 Garfield Omaha, Nebraska 68144 | 49,722 | 1.20% |
James R. Iman, Director 6329 Malvery Fort Worth, Texas 76116 | 150,000 | 0.35% |
James N. Morton, Secretary #1200-750 West Pender Street Vancouver, B.C. Canada V6C 2T8 | Nil | Nil |
All directors and officers as a group (4 persons) | 1,384,560 | 3.26% |
[1] | Based upon information furnished to Sense by either the Directors, Executive Officers or beneficial holders, or obtained from the stock transfer agent of Sense, or obtained from insider reports. |
[2] | Based upon a total of 42,525,811 shares of common stock currently issued and outstanding, and includes in each case any stock underlying immediately exerciseable stock options granted to each person listed. |
[3] | Includes 3,302,617 shares held by SFS Resources Inc., an entity in which Steve Sommers is a controlling shareholder; and 100,000 shares held by Steven Sommers II Investments LLC. |
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the appointment of auditors and as set out herein. For the purpose of this paragraph, “Person” shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of the Company’s last fiscal year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person included in subparagraphs (a) or (b).
PROPOSAL 1 |
ELECTION OF DIRECTORS |
In accordance with Sense’s Articles and Bylaws, the Board of Directors has proposed that the following three nominees be elected as Directors at the Annual General Meeting, each of whom will hold office until the expiration of their term or until his or her successor shall have been duly appointed or elected and qualified: Bruce E. Schreiner, James R. Iman and Cynthia L. Schroeder.
Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for the election of such nominees. Although the Board of Directors anticipates that the three nominees will be available to serve as Directors of Sense, if any of them should be unwilling or unable to serve, it is intended that the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.
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NOMINEES FOR THE BOARD OF DIRECTORS
The following table sets out the names of the nominees; their positions and offices in the Company; principal occupations; the period of time that they have been directors of the Company; and the number of shares of the Company which each beneficially owns or over which control or direction is exercised.
Name, Residence and Present Position with the Company | Director Since | # Shares Beneficially Owned, Directly or Indirectly, or Over Which Control or Direction is Exercised[1] | Principal Occupation[2] |
BRUCE E. SCHREINER[3] Director, President 3535 Grassridge Drive Grand Island, Nebraska USA 68803 | August 10, 1993 | 1,184,838 | Mr. Schreiner has been the President and Chief Executive Officer of Sense since March 4, 2004. Mr. Schreiner has been a partner in Schroeder & Schreiner, P.C., a certified public accounting firm since 1991. |
JAMES R. IMAN[3] Director 6329 Malvery Forth Worth, Texas USA 76116 | June 21, 2004 | 150,000 | Mr. Iman is currently associated with Corporate Finance Consulting Services of Fort Worth, Texas. |
CYNTHIA L. SCHROEDER[3] Director 15409 Garfield Omaha, NE USA 68144 | From June 8, 2000 to August 27, 2003; and from June 18, 2004 | 49,722 | Ms. Schroeder from 1987 to the present has been the Senior Vice President and Chief Financial Officer of Mosiac located in Omaha, Nebraska. |
[1] | Based upon information furnished to Sense by either the directors and executive officers or obtained from the stock transfer agent of Sense. |
[2] | Unless otherwise stated above, any nominees named above not elected at the last annual general meeting have held the principal occupation or employment indicated for at least five years. |
[3] | Member of Audit Committee. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Sense's Directors, executive officers and persons who own more than 10% of a registered class of Sense's securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of Sense. Directors, executive officers and greater than 10% stockholders are required by SEC regulation to furnish Sense with copies of all Section 16(a) reports they file.
To Sense's knowledge, based solely on a review of the copies of Forms 3 and 4, as amended furnished to it during its most recent fiscal year, and Form 5, as amended, furnished to it with respect to such year, Sense believes that during the year ended February 28, 2006, its Directors, executive officers and greater than 10% stockholders complied with all Section 16(a) filing requirements of the Securities Exchange Act of 1934.
DIRECTORS AND EXECUTIVE OFFICERS |
The following table contains information regarding the members of the Board of Directors and the Executive of Sense as of the Record Date, and the nominees as Directors of Sense:
Name | Age | Position | Shares Beneficially Owned |
Bruce E. Schreiner | 51 | President, Chief Executive Officer, Director | 1,184,838 |
Cynthia L. Schroeder | 46 | Director | 49,722 |
James R. Iman | 61 | Director | 150,000 |
James N. Morton | 60 | Secretary | Nil |
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RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS |
There are no family relationships among any of the existing Directors or Executive Officers of Sense.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES |
During the fiscal year ended February 28, 2006, the Board of Directors held two Directors Meetings. All other matters which required Board approval were consented to in writing by all of the Company’s Directors.
The Board of Directors has established an Audit Committee and a Compensation Committee. The Board of Directors has no standing nominating committee. Each of the Audit and Compensation Committees is responsible to the full Board of Directors. The functions performed by these committees are summarized below:
Audit Committee. The Audit Committee considers the selection and retention of independent auditors and reviews the scope and results of the audit. In addition, it reviews the adequacy of internal accounting, financial and operating controls and reviews Sense's financial reporting compliance procedures. The members of the Audit Committee are Cynthia Schroeder, James R. Iman and Bruce Schreiner.
In the course of its oversight of our financial reporting process, the directors have: (1) reviewed and discussed with management our audited financial statements for the year ended February 28, 2006; (2) received a report from Amisano Hanson, Chartered Accountants, our independent auditors, on the matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees”; (3) received the written disclosures and the letter from the auditors required by Independence Standards Board Statement No. 1, “Independence Discussions with Audit Committee”; and (4) considered whether the provision of non-audit services by the auditors is compatible with maintaining their independence and has concluded that it is compatible at this time.
Based on the foregoing review and discussions, the board has concluded that the audited financial statements should be included in our Annual Report on Form 10-KSB for the year ended February 28, 2006 filed with the SEC.
Compensation Committee. The Compensation Committee reviews and approves the compensation of Sense's officers, reviews and administers Sense's stock option plans for employees and makes recommendations to the Board of Directors regarding such matters. The functions of the Compensation Committee are performed by the Board of Directors. The members of the Compensation Committee are Cynthia L. Schroeder and James R. Iman.
Nominating Committee. No Nominating Committee has been appointed. Nominations of directors are made by the board of directors. The Directors are of the view that the present management structure does not warrant the appointment of a Nominating Committee.
DIRECTORS COMPENSATION |
There are no standard arrangements pursuant to which directors of Sense are compensated for services provided as a Director or members of committees of the Board of Directors. The Directors of Sense did not receive any compensation for the year ended February 28, 2006 for services provided as a Director or member of a committee of the Board of Directors.
EXECUTIVE COMPENSATION |
Summary Compensation Table
The following table sets forth all compensation paid or earned for services rendered to us in all capacities during the fiscal years ended February 28, 2004, February 29, 2005 and February 28, 2006 by Sense’s President and Chief Executive Officer (“CEO”) and each executive officer who earned over $100,000 in total salary and bonus during the three most recently completed financial years, for services rendered to the Company.
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SUMMARY COMPENSATION TABLE |
Name and Principal Position (a) | Annual Compensation | Long Term Compensation | ||||||
Year (b) | Salary ($) (c) | Bonus ($) (d) | Other Annual Compensation ($) (e) | Awards | Payouts | |||
Securities Under Options/SARsGranted (#) (f) | Restricted Shares Or Restricted Share Units($) (g) | LTIP Payouts ($) (h) | All other Compensation ($) (i) | |||||
James H. Cotter[1] | 2006 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
2005 | Nil | Nil | Nil | Nil | Nil | Nil | Nil | |
2004 | Nil | Nil | $150,000 | 950,000 | Nil | Nil | Nil | |
Bruce E. Schreiner President & CEO | 2006 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
2005 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
[1] James H. Cotter resigned as President and CEO of the Company on March 4, 2004 and Bruce E. Schreiner was appointed in his stead.
OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
There were no stock options granted during the Company’s fiscal year ended February 28, 2006.
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND
FINANCIAL YEAR-END OPTION/SAR VALUES
There were no stock options exercised during the Company’s fiscal year ended February 28, 2006.
TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS
There are currently no employment contracts in place with the Directors and Officers of Sense other than the standard employment agreements used for all employees.
COMPENSATION OF DIRECTORS
There are no standard arrangements pursuant to which directors of Sense are compensated for services provided as a Director or members of committees of the Board of Directors. The Directors of Sense did not receive any compensation for the year ended February 28, 2006 for services provided as a Director or member of a committee of the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with management and others
The following is in addition to disclosure contained elsewhere herein respecting transactions involving management.
Bruce E. Schreiner, President & CEO of the Company, acquired Series B promissory notes, in the aggregate principal amount of $77,343, bearing interest at 10% per annum and payable on demand, along with accrued interest thereon, on or after August 30, 2005. These notes plus accrued interest may be redeemed at any time after August 30, 2005. These notes may be converted into common shares of the Company at any time prior to demand for payment. The notes were converted to common shares at the rate of $0.25 per common share on February 28, 2005. Accrued interest was also converted to common shares at the rate of $0.25 per common share.
Bruce E. Schreiner, President & CEO of the Company, acquired a promissory note in the amount of $30,000 bearing no interest and due on demand on October 2, 2005. The note may be converted into common shares of the Company at any time prior to the demand for payment. The note was converted to common shares at the rate of $0.25 per common share on February 28, 2005.
Cynthia Schroeder, a Director of the Company, acquired a promissory note in the amount of $5,388.36 bearing interest at 10% per annum and payable on demand, along with accrued interest thereon, on or after August 30, 2005.
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The note plus accrued interest may be redeemed at any time after August 30, 2005. The note plus accrued interest may be redeemed at any time after August 30, 2005. The note may be converted into common shares of the Company at any time prior to demand for payment. The note was converted to common shares at the rate of $0.25 per common share on February 28, 2005. Accrued interest was also converted to common shares at the rate of $0.25 per common share.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Amisano Hanson, Chartered Accountants, served as Sense's independent auditors for the fiscal year ending February 28, 2006, and has been appointed by the Board to continue as Sense's independent auditor for Sense's fiscal year ending February 28, 2007.
The fees for services provided by Amisano Hanson, Chartered Accountants, to us in each of the fiscal years ended February 29, 2005 and February 28, 2006 were as follows:
Fees | 2005 | 2006 |
Audit fees | $14,050 | $22,800 |
Audit related fees | $15,664 | $18,425 |
Tax fees | Nil | Nil |
All other fees | Nil | Nil |
Although the appointment of Amisano Hanson, Chartered Accountants, is not required to be submitted to a vote of the stockholders, the Board believes it appropriate as a matter of policy to request that the stockholders ratify the appointment of the independent public accountant for the fiscal year ending February 28, 2007. In the event a majority of the votes cast at the meeting are not voted in favor of ratification, the adverse vote will be considered as a direction to the Board of Directors of Sense to select other auditors for the fiscal year ending February 28, 2007.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF AMISANO HANSON, CHARTERED ACCOUNTANTS, AS SENSE'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2007.
OTHER MATTERS
Sense knows of no other matters that are likely to be brought before the Annual and Special General Meeting. If, however, other matters not presently known or determined properly come before the Annual and Special General Meeting, the persons named as proxies in the enclosed proxy card or their substitutes will vote such proxy in accordance with their discretion with respect to such matters.
PROPOSALS OF STOCKHOLDERS
Proposals which stockholders wish to be considered for inclusion in the Proxy Statement and proxy card for the 2006 Annual and Special General Meeting of Stockholders must be received by the Secretary of Sense by February 4, 2007 and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE ANNUAL REPORT ON FORM 10-KSB FOR SENSE’S YEAR ENDED FEBRUARY 28, 2006 ACCOMPANIES THIS PROXY STATEMENT. AN ADDITIONAL COPY WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL STOCKHOLDERS OR STOCKHOLDERS OF RECORD UPON REQUEST TO INVESTOR RELATIONS, SENSE TECHNOLOGIES INC. 2535 N. CARLETON AVENUE, GRAND ISLAND, NEBRASKA 68803, TEL: (308) 381-1355.
Dated at Grand Island, Nebraska, this 21st day of July, 2006.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce E. Schreiner
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Proxy
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
SENSE TECHNOLOGIES INC.
TO BE HELD AT 10:00 a.m. Vancouver Time on Tuesday, August 18, 2006, at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia V6C 2T8.
The undersigned member (“Registered Shareholder”) of the Company hereby appoints,Bruce E. Schreiner, a Director of the Company, or failing this person, Cynthia L. Schroeder, a Director of the Company, or in the place of the foregoing, ______________________(print the name), as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the aforesaid meeting of the Registered Shareholders of the Company (the “Meeting”) and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.
The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company recorded in the name of the Registered Shareholder as specified herein.
The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.
REGISTERED HOLDER SIGN HERE: _______________________________________
PRINT NAME: ________________________________________________________
DATE SIGNED: ________________________________________________________
Resolutions(For full details of each item, please see the enclosed Notice of Meeting and Information Circular)
For | Against | Withhold | ||
1. | To elect as Director, Bruce E. Schreiner | N/A | ||
2. | To elect as Director, James R. Iman | N/A | ||
3. | To elect as Director, Cynthia L. Schroeder | N/A | ||
4. | To ratify the appointment of Amisano Hanson, Chartered Accountants, as the independent | N/A | ||
auditor for the Company for the year ending February 28, 2007 | ||||
5. | To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions. | N/A | ||
THIS PROXY MUST BE SIGNED AND DATE
SEE IMPORTANT INSTRUCTIONS ON REVERSE.
INSTRUCTIONS FOR COMPLETION OF PROXY
1. | This Proxy is solicited by the Management of the Company. |
2. | This form of proxy (“Instrument of Proxy”)must be signedby you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; andif executed by an attorney, officer, or other duly appointed representative,the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy. |
3. | If this Instrument of Proxy is not datedin the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by Pacific Corporate Trust Company. |
4. | A Registered Shareholder who wishes toattendthe Meeting and vote on the resolutions in person, may simply register with the scrutineers before the Meeting begins. |
5. | A Registered Shareholder who isnot able to attendthe Meeting in person but wishes to vote on the resolutions, may do the following: |
(a)appoint one of the management proxyholdersnamed on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the Registered Shareholder had specified an affirmative vote; | |
OR | |
(b)appoint another proxyholder,who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit. | |
6. | The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any pollof a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit. |
7. | If a Registered Shareholder has submitted an Instrument of Proxy,the Registered Shareholder may still attend the Meeting and may vote in person. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes. |
To be represented at the Meeting,voting instructionsmust be DEPOSITEDat the office of"PACIFIC CORPORATE TRUST COMPANY"no later than Forty-eight ("48") hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof. The mailing address ofPacific Corporate Trust Company is 3rd Floor - 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, and its fax number is(604) 689-8144. Telephone voting can be completed at 1-888-Tel-Vote (1-888-835-8683) and Internet voting at http://www.pctc.com/webvote.htm |