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To the Stockholders of Raphael Industries Ltd.:
This information is being provided to the shareholders of Raphael Industries Ltd. (the "Company"), in connection with our prior receipt of approval by written consent, in lieu of an annual meeting of the holders of a majority of our common stock authorizing the following:
1. The election of Arne Raabe and Craig Wacaser as the Company's directors.
The elimination of the need for an annual meeting of the shareholders is authorized by Section 78.320 of the Nevada Revised Statutes (the "Nevada Law"). This Section provides that the written consent of the holders of outstanding shares of voting capital stock, having not less that the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted, may be substituted for the annual meeting. According to this Section 78.390 of the Nevada Law, a majority of the outstanding shares of voting capital stock entitled to vote on the matter is required in order to elect directors or to amend the Company's Articles of Incorporation. In order to eliminate the costs and management time involved in holding an annual meeting and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Company, the Board of Directors of the Company voted to utilize the written consent of the majorit y shareholders of the Company.
The date on which this Information Statement was first sent to the shareholders is on, or about September 12, 2008. The record date established by the Company for purposes of determining the number of outstanding shares of Voting Capital Stock of the Company was September 5, 2008, (the "Record Date").
By Order of the Board of Directors
Arne Raabe
Director
September 12, 2008
This information statement is being furnished to all holders of the common stock of Raphael Industries Ltd. in connection with the Proposed Action by Written Consent to elect Arne Raabe and Craig Wacaser as the Company's directors.
This information statement is being furnished to all holders of the common stock of Raphael Industries Ltd., a Nevada Corporation ("Raphael" or the "Company"), in connection with resolutions of the Board of Directors and the written consent of one shareholder, representing 73.6% of the common stock of Raphael providing for the election of Arne Raabe and Craig Wacaser as Directors.
The Form 10-KSB, and quarterly reports on Form 10-QSB for the past quarters ended June 30 2008, March 31, 2008, and December 31, 2007, filed by Raphael with the Securities and Exchange Commission may be viewed on the Securities and Exchange Commission's web site at www.sec.gov in the Edgar Archives. Raphael is current in the filing of all required reports. See the caption entitled "Additional Information," below.
The Board of Directors has fixed the current number of authorized directors at two. Voting for the election of directors is non-cumulative, which means that a simple majority of the shares voting may elect all of the directors. Each share of common stock is entitled to one (1) vote and, therefore, has a number of votes equal to the number of authorized directors.
Pursuant to the Written Consent, our current directors have been re-elected to hold office until the next annual meeting of the stockholders and until his successor has been elected and takes office. Under Nevada law, the Written Consent is sufficient to elect all nominees to our Board of Directors without the vote or consent of any other stockholders of the Company.
The following table includes the names and certain information about the directors and executive officers of the Company.
Name |
| |||||
Arne Raabe |
| President, Chief Executive Officer, Chief Financial Officer and Director |
| 38 |
| October 31, 2005 |
Craig Wacaser | Director | 41 | July 20, 2006 |
The business experience of each of the above persons for at least the last five years is as follows:
Arne Raabe
Mr. Raabe received his Bachelor of Finance and Masters of Economics from the University of South Florida in 1993 and 1996, respectively. Since 2000, Mr. Raabe has worked as a self employed independent management consultant, specializing in corporate finance for start up companies. He has held various positions, including officer and director and advisor to various companies including GSH Enterprises Limited, Hampton Financial Partners, Secure Automated Filing Enterprises Inc., Gondwana Energy Ltd., American Media Systems Co. and Crestview Energy Partners. From November 2000 to September 2005 he acted as director for Hampton Financial Partners providing the company general consulting services in the area of corporate governance compliance. In 2003 he acted as director and officer for Secure Automated Filing Enterprises Inc., a startup company providing Edgarizing and filing services for companies reporting to the Securities and Exchange Commission. Mr. Raabe resigned his position in October of 2003. In Decemb er of 2004 he held the position of Director for American Media Systems Co. assisting in the startup of the company. Mr. Raabe resigned as a director for American Media Systems Co. on December 31, 2004 and started Raphael Industries Ltd. in October of 2005. On December 5th, 2005 he was appointed director and Officer and on June 29, 2006 he consented to act as interim President of Gondwana Energy Ltd. On October 22, 2006 Mr. Raabe resigned from his positions with Gondwana Energy Ltd. Mr. Raabe spends approximately 70% of his time on our business.
Craig Wacaser
Mr. Wacaser holds a bachelor of science degree from Arizona State University and an MBA from the UCLA Anderson Graduate School of Management where he graduated Magna Cum Laude. In 2001 and 2002 he worked as regional sales manager for Emperative, Inc. where he was responsible for developing the western region territory. From 2002 through 2004 he worked for Iron Mountain, Inc. as regional product manager. His responsibilities with Iron Mountain included responsibility for developing messaging and market segmentation for the new electronic vaulting market for Iron Mountain. He developed marketing communications, and targeted campaigns and trained sales reps in solutions selling strategies. From 2004 through 2006 he held the position of principal consultant, sales and marketing solutions with Dun & Bradstreet. At D&B he was responsible for developing account strategies for the company's largest telecommunications accounts in the southwest. Since September of 2006 he has held position of account executive with SA S Institute Inc.
Nomination of Directors
We do not have a standing nominating committee. We are currently seeking additional independent directors and intend to establish committees of the board once the additional directors have been appointed. The Board of Directors, acting as a Nominating Committee, does not have a policy with regard to the consideration of any director candidates recommended by stockholders. The Board of Directors has made no determination as to whether or not such a policy should be adopted. The Board of Directors will consider candidates recommended by stockholders. Stockholders wishing to recommend a candidate for membership on the Board of Directors for the next fiscal year should submit to us the name of the individual and other pertinent information, including a short biography and contact information, in the manner described below on this Information Statement in the section titled "Stockholders' Proposals".
Some of the qualifications that may be considered by the Board of Directors in choosing a director are:
Minimum, relevant employment experience;
Familiarity with generally accepted accounting principles and the preparation of financial statements;
Post secondary education or professional license;
Previous experience as a Board member of an operating company; and
The ability to commit the number of hours per year necessary to discharge his or her duty as a member of its Board of Directors.
A candidate for director must agree to abide by our Code of Ethics, discussed in greater detail below.
Our goal is to achieve a balance of knowledge, experience and capability on our Board of Directors. To this end, we seek nominees with the highest professional and personal ethics and values, an understanding of our business and industry, diversity of business experience and expertise, a high level of education, broad-based business acumen, and the ability to think strategically. Although we use the criteria listed above as well as other criteria to evaluate potential nominees, we do not have a stated minimum criteria for nominees. The Board of Directors does not use different standards to evaluate nominees depending on whether they are proposed by our directors and management or by our stockholders. To date, we have not paid any third parties to assist us in this process.
The Board of Directors has not received a nominee from a stockholder.
Code of Ethics
The Company has adopted the Raphael Industries Ltd. Code of Ethics (the "Code") that applies to every officer of and director to the Company. The Code is attached as Exhibit 14 to its Form 10-KSB filed with the Securities and Exchange Commission (the "SEC") on February 14, 2007. The Code is also available free of charge upon request to the Company at 268 Bush Street, Suite 4205, San Francisco, CA 94104, Attn: Chief Executive Officer.
Involvement in Certain Legal Proceedings
To the best knowledge of the Company, during the past five years, none of the following occurred with respect to a present or former director or executive officer: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Information Regarding the Board
The Company's Board of Directors (the "Board") has no Committees. The Board met one time during the last fiscal year. In addition, the Board signed several written consents to act without meeting as issued were raised during the fiscal year. The current Board consists of Arne Raabe and Craig Wacaser.
Audit Committee and Financial Report
The Company does not currently have an audit committee or "audit committee financial expert". The Company is seeking additional board members including at least one additional director who qualifies as a "financial expert" and to serve as member of the audit committee, but as of the date of this report does not have such a director.
Audit Fees
The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-QSB and the audit of our annual financial statements for the year ending September 30, 2006 and 2007 were $9,500 and $11,922, respectively.
Audit-Related Fees
Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.
Tax Fees
The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended September 30, 2006 and 2007.
All Other Fees
The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended September 30, 2006 and 2007 were $0.
Audit Committee Pre-Approval Policies
The Company does not have an audit committee and intends to adopt pre-approval policies and procedures for payments to its principal accountant once the audit committee has been established. The Board of Directors has approved all of the fees paid and identified herein to the Company's principal accountant.
Compensation Committee
The Company does not currently have a compensation committee
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who beneficially owns more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. As best the Company was able to determine, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended September 30, 2007:
Name and principal position | file a required form | ||
Arne Raabe | |||
Craig Wacaser |
Stockholder Communications with the Board of Directors
The Board of Directors has not established a formal process for stockholders to send communications to its members. Any stockholder may send a communication to any member of the Board of Directors, in care of the Company's address or in care of the address shown in the table of beneficial ownership on this page. If a communication is sent to the Company's address, the Company will forward any such communication to the relevant member of the Board of Directors.
Compensation of Directors and Executive Officers
The Company's directors are not compensated for serving on its board of directors.
The following table sets forth the compensation paid during 2006 and 2007 to each person who served as a chief executive officer of the Company during 2006 or 2007, and each person who served as an executive officer as of September 30, 2007:
Name & Principal | ($) | ($) | Compensation ($) | Stock Award ($) | Underlying Options/SAR (#) | Payouts ($) | Compensation ($) | |
Arne Raabe | | | | | | | | |
Option/SAR Grants
There were no option/SAR Grants during the 2006 or 2007 fiscal years.
Aggregate Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values
No stock options were exercised by any named executive officer during the 2006 or 2007 fiscal years and there are no stock options outstanding at September 30, 2007 or at the date of this report.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.
Compensation of directors.
Our Directors do not and will not receive a salary or fees for serving as a director, nor do they receive any compensation for attending meetings of the Board of Directors or serving on committees of the Board of Directors. They are not entitled to reimbursement of expenses incurred in attending meetings. There are no compensation arrangements for employment, termination of employment or change-in-control between the named Executive Officers and the company.
($) | ($) | ($) | plan compensation ($) | compensation earnings ($) | ($) | ($) | |
President, CEO & Director | |||||||
Director | |||||||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information with respect to our common stock beneficially owned as of September 5 2008 by (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock, (b) each of our directors and executive officers, and (c) all directors and executive officers as a group:
Name and Address of Beneficial Owner (1) |
| Nature Ownership |
| of |
|
Officers and Directors |
|
| |||
Arne Raabe, Director, CEO |
| 7,000,000 |
| 73.6 | % |
Craig Wacaser Director |
| 0 |
| 0.0 | % |
All directors and executive officers as a group (2 person) |
| 7,000,000 |
| 73.6 | % |
(1) | The address for each person is 268 Bush Street, Suite 4205, San Francisco, CA 94104. |
Significant Employees
The Company does not have employees other than its Chief Executive Officer and Chief Financial Officer, Arne Raabe.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.
Certain Relationships and Related Transactions
Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction during the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
The affirmative vote of at least a majority of the issued and outstanding shares as of September 5, 2008 eligible to vote was necessary for approval of the foregoing consent item. The required votes have been obtained pursuant to the Written Consent. No further vote is required to approve the Election of Directors. The information contained in this Information Statement constitutes the only notice any stockholder will be provided.
No officer of director will receive any direct or indirect benefit from any of the consent items described in this Information Statement.
The Company must receive at its principal offices before December 31, 2008, any proposal which a stockholder wishes to submit to the 2009 Annual Meeting of Stockholders, if the proposal is to be considered by the Board of Directors for inclusion in the proxy materials for that Annual Meeting.
A stockholder's notice to the Secretary shall include (i) a brief description of the matter or nomination and the reason for addressing the matter at the meeting, (ii) the stockholder's name and address, (iii) the number of shares of the Company owned or controlled by the stockholder, (iv) any material interest of the stockholder in the matter or nomination proposed, and (v) all other required information under Regulations 14A under the Securities Exchange Act of 1934.
The Company's proxy related to the 2009 annual meeting will give discretionary voting authority to the proxy holders to vote with respect to any shareholder proposal that is received more than seven days after the date of notice of the 2009 annual meeting of stockholders. Any stockholder wishing to make a nomination or proposal should obtain a copy of the relevant provisions of our Bylaws from the Secretary.
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and in accordance with that act, we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters. These reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F. Street NE, NW, Washington, DC 20549 or may be accessed at www.sec.gov.
| By Order of the Board of Directors | |
| ||
| Arne Raabe | |
September 12, 2008 |
| |
