SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o | Preliminary Proxy Statement | |
þ | Definitive Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
Save The World Air, Inc.
Payment of Filing Fee (Check the appropriate box):
þ | Fee not required. | ||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: | ||||
o | Fee paid previously with preliminary materials. | ||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
(1) | Amount Previously Paid: | ||||
(2) | Form, Schedule or Registration Statement No.: | ||||
(3) | Filing Party: | ||||
(4) | Date Filed: |
1. A proposal to elect seven directors to our Board of Directors. | |
2. A proposal to increase the number of shares authorized for issuance under our 2004 Stock Option Plan. | |
3. A proposal to ratify the appointment of Weinberg & Co., P.A. as our independent auditor for the fiscal year ending December 31, 2005. |
By Order of the Board of Directors, | |
![]() | |
Edward L. Masry | |
Chairman of the Board and | |
Chief Executive Officer |
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Name | Age | Position | Director Since | |||||||
Edward L. Masry, Esq. | 72 | Chief Executive Officer and Chairman of the Board | 2001 | |||||||
Eugene E. Eichler, CPA(1) | 78 | President, Chief Financial Officer and Director | 2002 | |||||||
Bruce H. McKinnon(1) | 63 | Chief Operating Officer and Director | 2002 | |||||||
Robert F. Sylk(3) | 66 | Director | 2001 | |||||||
Hon. J. Joseph Brown, AO(2)(3) | 73 | Director | 2002 | |||||||
John F. Price, Ph.D(1)(2) | 61 | Director | 2002 | |||||||
Joseph Helleis(1)(2)(3) | 67 | Director | 2002 |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and Corporate Governance Committee |
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Director Independence |
Meetings of the Board |
Communications with the Board |
• | Stockholders may send correspondence, which should indicate that the sender is a stockholder, to the Board or to any individual director, by mail to Corporate Secretary, Save the World Air, Inc., 5125 Lankershim Boulevard, North Hollywood, California 91601, or by e-mail toquestions@savetheworldair.com. | |
• | Our Secretary will be responsible for the first review and logging of this correspondence and will forward the communication to the director or directors to whom it is addressed unless it is a type of correspondence which the Board has identified as correspondence which may be retained in our files and not sent to directors. The Board has authorized the Secretary to retain and not send to directors communications that: (a) are advertising or promotional in nature (offering goods or services), (b) solely relate to complaints by clients with respect to ordinary course of business customer service and satisfaction issues or (c) clearly are unrelated to our business, industry, management or Board or committee matters. These types of communications will be logged and filed but not circulated to directors. Except as set forth in the preceding sentence, the Secretary will not screen communications sent to directors. | |
• | The log of stockholder correspondence will be available to members of the Board for inspection. At least once each year, the Secretary will provide to the Board a summary of the communications received from stockholders, including the communications not sent to directors in accordance with the procedures set forth above. |
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Audit Committee |
Compensation Committee, Compensation Committee Interlocks and Insider Participation |
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Nominating and Corporate Governance Committee |
• | each person whom the stockholder proposes to nominate for election as a director: |
• | the name, age, business address and residence address of such person, | |
• | the principal occupation or employment of the person, | |
• | the class and number of shares of the Company which are beneficially owned by such person, if any, and | |
• | any other information relating to such person which is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act and the rules thereunder; and |
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• | the stockholder giving the notice: |
• | the name and record address of the stockholder and the class and number of shares of the Company which are beneficially owned by the stockholder, | |
• | a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which nomination(s) are to be made by such stockholder, | |
• | a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, | |
• | any other information relating to such person which is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act and the rules thereunder. |
• | encouraging stock ownership by selected key employees, directors, consultants and advisers |
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• | assisting the Company in attracting and retaining key personnel; and | |
• | providing to participating personnel added incentive for high level of performance. |
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Average | ||||||||
Number of | Per Share | |||||||
Name of Individual or Group | Options Granted | Exercise Price | ||||||
Edward L. Masry | 250,000 | $ | .98 | |||||
78,740 | $ | 1.27 | ||||||
Eugene E. Eichler | 200,000 | $ | .98 | |||||
86,956 | $ | 1.15 | ||||||
Bruce H. McKinnon | 150,000 | $ | .98 | |||||
86,956 | $ | 1.15 | ||||||
Joseph Helleis | 100,000 | $ | .98 | |||||
John Brown | 50,000 | $ | .98 | |||||
John F. Price | 50,000 | $ | .98 | |||||
Robert F. Sylk | 50,000 | $ | .98 | |||||
Nathan Shelton | 50,000 | $ | .98 | |||||
Janice Holder | 10,000 | $ | 1.15 | |||||
Evelyn Updyke | 5,000 | $ | 1.15 | |||||
Philip Bryan | 5,000 | $ | 1.15 | |||||
All executive officers, as a group (6 persons) | 912,652 | $ | 1.09 | |||||
All directors who are not executive officers, as a group (4 persons) | 250,000 | $ | .98 | |||||
All employees, including officers who are not executive officers, as a group (2 persons) | 10,000 | $ | 1.15 |
Incentive Stock Options. An option holder recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Internal Revenue Code Section 422. Option holders who dispose of the shares acquired under an incentive stock option after two years following the date the option was granted and after one year following the exercise of the option will normally recognize a capital gain or loss upon a sale of the shares equal to the difference, if any, between the sale price and the purchase price of the shares. If an option holder satisfies such holding periods upon a sale of the shares, the Company will not be entitled to any deduction for federal income tax purposes. If an option holder disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the option holder upon the disqualifying disposition of the shares generally will result in a deduction by the Company for federal income tax purposes. | |
Non-Qualified Options. Options not designated or qualifying as incentive stock options will be non-qualified options having no special tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a non-qualified option, the optionee normally |
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recognizes ordinary income in the amount of the difference between the option exercise price and the fair market value of the shares on the exercise date. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a non-qualified option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as a capital gain or loss. No tax deduction is available to the Company with respect to the grant of a non-qualified option or the sale of the stock acquired pursuant to such grant. The Company generally should be entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of a non-qualified option. | |
Other Considerations. The Internal Revenue Code allows publicly-held corporations to deduct compensation in excess of $1 million paid to the corporation’s chief executive officer and its four other most highly compensated executive officers in office at the end of the tax year if the compensation is payable solely based on the attainment of one or more performance goals and certain statutory requirements are satisfied. We intend for compensation arising from grants of awards under the 2004 Plan which are based on performance goals, including stock options and stock appreciation rights granted at fair market value, to be deductible by us as performance-based compensation not subject to the $1 million limitation on deductibility. |
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Amount Billed | |||||||||
Type of Fee | Fiscal Year 2003 | Fiscal Year 2004 | |||||||
Audit(1) | $ | 0 | $ | 89,488 | |||||
Audit Related(2) | 0 | 0 | |||||||
Tax(3) | 0 | 0 | |||||||
All Other(4) | 0 | 3,699 | |||||||
Total | $ | 0 | $ | 93,187 |
(1) | This category consists of fees for the audit of our annual financial statements included in the Company’s annual report on Form 10-KSB and review of the financial statements included in the Company’s quarterly reports on Form 10-QSB. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by non-U.S. jurisdictions and the preparation of an annual “management letter” on internal control matters. |
(2) | Represents services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years, aggregate fees charged for assurance and related services that are reasonably related to the performance of the audit and are not reported as audit fees. These services include consultations regarding Sarbanes-Oxley Act requirements, various SEC filings and the implementation of new accounting requirements. |
(3) | Represents aggregate fees charged for professional services for tax compliance and preparation, tax consulting and advice, and tax planning. |
(4) | Represents aggregate fees charged for products and services other than those services previously reported. |
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• | each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; | |
• | each of our directors; | |
• | our Chief Executive Officer and each of our four other most highly-compensated executive officers serving as such as of December 31, 2004 whose total annual salary and bonus exceeded $100,000, for services rendered in all capacities to the Company (such individuals are hereafter referred to as the “Named Executive Officers”); and | |
• | all of our directors and executive officers as a group. |
Number of Shares of | Percentage of | ||||||||
Common Stock | Shares Beneficially | ||||||||
Name and Address of Beneficial Owner(1) | Beneficially Owned(2) | Owned(2) | |||||||
Named Executive Officers and Directors | |||||||||
Edward L. Masry(3) | 8,388,740 | 19.2 | % | ||||||
Eugene E. Eichler(4) | 1,036,956 | 2.7 | % | ||||||
Bruce H. McKinnon(5) | 646,056 | 1.7 | % | ||||||
Robert F. Sylk(6) | 385,000 | * | |||||||
John Brown(6) | 300,000 | * | |||||||
John F. Price(6) | 341,000 | * | |||||||
Joseph Helleis(7) | 350,000 | * | |||||||
Five Percent Stockholders | |||||||||
Edward Skoda(8) | 4,000,000 | 11.5 | % | ||||||
1773 Nelson Street, Suite 101 | |||||||||
Vancouver, BC | |||||||||
Canada V6G 1M6 | |||||||||
Cecil Kyte(9) | 2,361,855 | 6.6 | % | ||||||
2934 Torito Road | |||||||||
Santa Barbara, CA 93108 | |||||||||
All directors and executive officers as a group (10 persons)(10) | 11,657,752 | 26.0 | % |
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* | Represents beneficial ownership of less than one percent. |
(1) | Unless otherwise indicated, the address of each listed person is c/o Save the World Air, Inc., 5125 Lankershim Boulevard, North Hollywood, California 91601. | |
(2) | Percentage of beneficial ownership is based upon 38,450,321 shares of our common stock outstanding as of April 8, 2005. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options and warrants currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding for determining the number of shares beneficially owned and for computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. | |
(3) | Includes options to purchase 3,328,740 shares of our common stock exercisable either currently or within 60 days after April 8, 2005 and 60,000 shares of our common stock held by Mr. Masry’s wife. Also includes 2,000,000 shares and warrants to purchase an aggregate 2,000,000 shares of our common stock held by Masry & Vititoe, PC. Mr. Masry, our Chairman and Chief Executive Officer, is a shareholder of Masry & Vititoe, PC, and may be deemed to be a beneficial owner of the shares held by such entity. Mr. Masry disclaims beneficial ownership of these shares except to the extent of his proportional share therein. | |
(4) | Includes options to purchase 536,956 shares of our common stock exercisable either currently or within 60 days after April 8, 2005. | |
(5) | Mr. McKinnon is a participant in the KZ Golf, Inc. Defined Benefit Pension Plan, which is the owner of 9,100 shares of our common stock. Includes options to purchase 236,956 shares of our common stock exercisable either currently or within 60 days after April 8, 2005. | |
(6) | Includes options to purchase 50,000 shares of our common stock exercisable either currently or within 60 days after April 8, 2005. | |
(7) | Includes options to purchase 100,000 shares of our common stock exercisable either currently or within 60 days after April 8, 2005. | |
(8) | These shares are subject to pending litigation in the United States District Court, Southern District of New York, against Jeffrey Muller, our former Chief Executive Officer, his immediate family and various other persons and entities. We believe that Edward Skoda acted in concert with Mr. Muller with respect to these shares. | |
(9) | Includes warrants to purchase 1,160,000 shares of our common stock exercisable either currently or within 60 days after April 8, 2005. |
(10) | Includes options to purchase shares of our common stock exercisable either currently or within 60 days after April 8, 2005. Also includes 60,000 shares of our common stock held by the wife of Mr. Masry, our Chairman of the Board and Chief Executive Officer, and 2,000,000 shares of our common stock and warrants to purchase 2,000,000 shares of our common stock held by Masry & Vititoe, PC, in which Mr. Masry is a shareholder. Mr. Masry disclaims beneficial ownership of these shares except to the extent of his proportional share therein. |
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Long-Term Compensation Awards | |||||||||||||||||||||
Annual | Restricted Stock | Securities | |||||||||||||||||||
Compensation | Award(s) | Underlying | All Other | ||||||||||||||||||
Name and Principal Position | Fiscal Year | Salary ($)(4) | ($)(5) | Options (#) | Compensation ($) | ||||||||||||||||
Edward L. Masry(1) | 2004 | $ | 1 | $ | — | 328,740 | $ | — | |||||||||||||
Chairman and Chief | 2003 | $ | — | $ | — | — | $ | — | |||||||||||||
Executive Officer | 2002 | $ | — | $ | — | — | $ | — | |||||||||||||
Eugene E. Eichler(2) | 2004 | $ | 234,500 | $ | — | 286,956 | $ | — | |||||||||||||
President, Chief Financial | 2003 | $ | 172,328 | $ | — | — | $ | — | |||||||||||||
Officer and Treasurer | 2002 | $ | 167,670 | $ | 700,000 | — | $ | — | |||||||||||||
Bruce H. McKinnon(3) | 2004 | $ | 191,800 | $ | — | 236,956 | $ | — | |||||||||||||
Chief Operating Officer | 2003 | $ | — | $ | — | — | $ | — | |||||||||||||
2002 | $ | — | $ | 560,000 | — | $ | — |
(1) | Mr. Masry was appointed President and Chief Executive Officer in October 2001 at no annual salary. In March 2004, Mr. Masry relinquished his position as President, but continues to serve as Chief Executive Officer at a contractual salary of $1 per year. See “Employment Agreements” below. |
(2) | Mr. Eichler was appointed Chief Operating Officer, Chief Financial Officer and Treasurer in October 2001. In March 2004, Mr. Eichler relinquished his position as Chief Operating Officer, was appointed President of the Company and continues to serve as Chief Operating Officer, Chief Financial Officer and Treasurer. See “Employment Agreements” below. |
(3) | Mr. McKinnon was appointed Executive Vice President of Business Development in October 2001. In March 2004, Mr. McKinnon was appointed Chief Operating Officer of the Company. See “Employment Agreements” below. |
(4) | The law firm Masry & Vititoe, PC paid for Mr. Eichler’s salary for 2002 and 2003 pursuant to an arrangement under which we reimbursed Masry & Vititoe, PC for a portion of his salary. The portion reimbursed by us is shown in the table above. |
(5) | The number and value of vested and unvested restricted stock based upon the closing market price of the common stock at December 31, 2004 ($1.40) were as follows: Mr. Eichler, 500,000 vested shares valued at $700,000; and Mr. McKinnon, 400,000 vested shares valued at $560,000. Messrs. Eichler’s and McKinnon’s shares vested in October 2003. |
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Individual Grants | ||||||||||||||||
Number of | Percent of | |||||||||||||||
Securities | Total Options | |||||||||||||||
Underlying | Granted to | Exercise or | ||||||||||||||
Options | Employees in | Base Price | Expiration | |||||||||||||
Name | Granted | Fiscal 2004 | Per Share | Date | ||||||||||||
Edward L. Masry | 78,740 | 8.5% | $ | 1.27 | 03/02/09 | |||||||||||
Edward L. Masry | 250,000 | 27.1% | $ | .98 | 03/02/14 | |||||||||||
Eugene E. Eichler | 86,956 | 9.4% | $ | 1.15 | 03/02/14 | |||||||||||
Eugene E. Eichler | 200,000 | 21.7% | $ | .98 | 03/02/14 | |||||||||||
Bruce H. McKinnon | 86,956 | 9.4% | $ | 1.15 | 03/02/14 | |||||||||||
Bruce H. McKinnon | 150,000 | 16.3% | $ | .98 | 03/02/14 |
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | ||||||||||||||||||||||||
Options at | Value of Unexercised | |||||||||||||||||||||||
Shares | Value | Fiscal Year-End (#) | In-the-Money Options ($)(1) | |||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise (#) | ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Edward L. Masry | — | $ | — | 3,000,000 | 328,740 | $ | 3,900,000 | $ | 115,236 | |||||||||||||||
Eugene E. Eichler | — | $ | — | 250,000 | 286,956 | $ | 250,000 | $ | 105,738 | |||||||||||||||
Bruce H. McKinnon | — | $ | — | — | 236,956 | $ | — | $ | 80,538 |
(1) | Market value of our common stock at fiscal year-end minus the exercise price. The market value of our common stock on December 31, 2004 was $1.40 per share. |
Number of Securities | ||||||||||||
Remaining Available | ||||||||||||
for Future Issuance | ||||||||||||
Number of Securities | Under Equity | |||||||||||
to be Issued upon | Weighted-Average | Compensation Plans | ||||||||||
Exercise of | Exercise Price of | (Excluding Securities | ||||||||||
Outstanding Options, | Outstanding Options, | Reflected in the | ||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | First Column) | |||||||||
Equity compensation plans approved by security holders | 1,172,652 | $ | 1.07 | 327,348 | ||||||||
Equity compensation plans not approved by security holders | 3,250,000 | $ | .12 | N/A | ||||||||
Total | 4,422,652 | $ | .37 | N/A |
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Respectfully submitted by: | |
Joseph Helleis(Chair) | |
John Brown | |
John F. Price |
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• | engage the Company’s independent auditor; | |
• | monitor the independent auditor’s independence, qualifications and performance; | |
• | pre-approve all audit and non-audit services; | |
• | monitor the integrity of the Company’s financial reporting process and internal controls system; | |
• | provide an open avenue of communication among the independent auditor, financial and senior management of the Company and the Board; and | |
• | monitor the Company’s compliance with legal and regulatory requirements. |
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Respectfully submitted | |
Joseph Helleis(Chair) | |
Eugene E. Eichler | |
Bruce H. McKinnon | |
John F. Price |
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By Order of the Board of Directors, | |
![]() | |
Edward L. Masry | |
Chairman of the Board and Chief Executive Officer |
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1. Merge onto I-405 N. | |
(13.8 mi) | |
2. Merge onto US-101 S toward LOS ANGELES. | |
(7.2 mi) | |
3. Take the exit toward LANKERSHIM/ UNIVERSAL CITY. | |
(0.1 mi) | |
4. Turn RIGHT onto CAHUENGA BLVD. | |
(0.2 mi) | |
5. Turn RIGHT onto LANKERSHIM BLVD. | |
(0.1 mi) | |
6. Turn RIGHT onto UNIVERSAL HOLLYWOOD DR. | |
(0.2 mi) | |
7. End at 333 Universal Hollywood Drive. |
1. Merge onto CA-110 N toward PASADENA. | |
(0.9 mi) | |
2. Merge onto US-101 N toward HOLLYWOOD. | |
(8.8 mi) | |
3. Take the LANKERSHIM BLVD exit toward UNIVERSAL CITY. | |
(0.2 mi) | |
4. Take RIGHT onto LANKERSHIM BLVD. | |
(0.1 mi) | |
5. Turn RIGHT onto UNIVERSAL HOLLYWOOD DR. | |
(0.2 mi) | |
6. End at 333 Universal Hollywood Drive. |
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SAVE THE WORLD AIR, INC.
2005 ANNUAL MEETING OF STOCKHOLDERS
May 24, 2005
This proxy is solicited by the Board of Directors for use at the 2005 Annual Meeting of Stockholders of Save the World Air, Inc., (the “Company”) to be held at the Sheraton Universal Hotel, 333 Universal Hollywood Drive, Universal City, California, at 10:00 A.M. on May 24, 2005.
By signing the proxy, you revoke all prior proxies, acknowledge receipt of the Notice of 2005 Annual Meeting of Stockholders and the Proxy Statement, and appoint Edward L. Masry, Eugene E. Eichler and Bruce H. McKinnon, and each of them, with full power of substitution, to vote all your shares of common stock of Save the World Air, Inc. which you are entitled to vote, on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments and postponements thereof.
Whether or not a choice is specified, this proxy, when properly executed, will be voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The shares of stock you hold in your account will be voted as you specify on the reverse side.
THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS LISTED HEREON AND VOTES FOR EACH OF THE LISTED PROPOSALS. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS LISTED HEREON AND FOR EACH OF PROPOSALS 2 AND 3.
SEE REVERSE FOR VOTING INSTRUCTIONS.
6 DETACH PROXY CARD HERE6
Please mark, sign and date your proxy card and return it today in the postage-paid envelope provided to: Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501, Attention: Proxy Department.
1. | The Board of Directors recommends a vote FOR Items 1, 2 and 3. |
o | VoteFORall nominees listed | o | VoteWITHHELDfrom all nominees |
01 Edward L. Masry | 02 Eugene E. Eichler | 03 Bruce H. McKinnon | 04 Robert F. Sylk | |||
05 John Brown | 06 John F. Price | 07 Joseph Helleis |
(to withhold authority to vote for any nominee, strike a line through the nominee’s name above)
2. | APPROVAL of the amendment of the 2004 Stock Option Plan |
o | FOR | o | AGAINST | o | ABSTAIN |
3. | RATIFICATION OF APPOINTMENT OF WEINBERG & CO., P.A. as independent auditors of Save the World Air, Inc. for the fiscal year ending December 31, 2005 |
o | FOR | o | AGAINST | o | ABSTAIN |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF EACH OF THE DIRECTORS LISTED HEREON, IN FAVOR OF PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXY HOLDERS ON ALL OTHER MATTERS PROPERLY BROUGHT BEFORE THE MEETING. |
Date: | ||
Signature | ||
Signature (if joint or common ownership) | ||
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy |
For address change: Mark Box and indicate changes below: | o |
Please Detach Here |
You Must Detach This Portion of the Proxy Card Before Returning it in the Enclosed Envelope |