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 Rule 14a-
6(e)(2))
| X | Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a
12
CONECTISYS CORPORATION
_______________________________________________________________________________
(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)(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:
_______________________________________________________________________
| | Fees 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:________________________________________________
2. Form, Schedule or Registration Statement No.:__________________________
3. Filing Party:__________________________________________________________
4. Date Filed:____________________________________________________________
CONECTISYS CORPORATION
24307 Magic Mountain Parkway, Suite 41
Valencia, California 91355
May 26, 2006
To Our Shareholders:
You are cordially invited to attend the 2006 annual meeting of shareholders
of ConectiSys Corporation that will be held at 10:00 a.m., local time, on June
28, 2006 at the Valencia Hyatt, Grand Ballroom-C, 24500 Town Center Drive,
Valencia, California 91355. All holders of our outstanding common stock as of
the close of business on May 18, 2006 are entitled to vote at the 2006 annual
meeting.
Enclosed is a copy of the notice of annual meeting of shareholders, a proxy
statement and a proxy card. Also enclosed is a copy of our 2005 annual report
to shareholders. A current report on the business operations of ConectiSys will
be presented at the meeting, and shareholders will have an opportunity to ask
questions.
We hope you will be able to attend the 2006 annual meeting. Whether or not
you expect to attend, it is important that you complete, sign, date and return
the proxy card in the enclosed envelope in order to make certain that your
shares will be represented at the 2006 annual meeting.
Sincerely,
/s/ Robert A. Spigno
Robert A. Spigno,
Chairman of the Board and Chief Executive Officer
CONECTISYS CORPORATION
24307 Magic Mountain Parkway, Suite 41
Valencia, California 91355
NOTICE OF 2006 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 2006
__________________________
NOTICE IS HEREBY GIVEN that the 2006 annual meeting of shareholders of
ConectiSys Corporation, a Colorado corporation, will be held at 10:00 a.m.,
local time, on June 28, 2006 at the Valencia Hyatt, Grand Ballroom-C, 24500
Town Center Drive, Valencia, California 91355, for the following purposes:
1. To elect three directors to the board of directors;
2. To consider and vote upon a proposal to approve an amendment to our
Articles of Incorporation to increase our authorized shares of common
stock from 15 billion shares to 50 billion shares;
3. To ratify the selection of Hurley & Company as our independent
certified public accountants to audit the financial statements of
ConectiSys for the year ending September 30, 2006; and
4. To transact such other business as may properly come before the 2006
annual meeting or any adjournment or adjournments thereof.
The board of directors has fixed the close of business on May 18, 2006 as
the record date for the determination of shareholders entitled to notice of and
to vote at the 2006 annual meeting and all adjourned meetings thereof.
By Order of the Board of Directors
/s/ Robert A. Spigno
Robert A. Spigno,
Chairman of the Board and Chief Executive
Officer
Dated: May 26, 2006
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.
CONECTISYS CORPORATION
24307 Magic Mountain Parkway, Suite 41
Valencia, California 91355
PROXY STATEMENT
_____________________
2006 ANNUAL MEETING OF SHAREHOLDERS
JUNE 28, 2006
_____________________
THESE PROXY MATERIALS ARE FIRST BEING MAILED TO
SHAREHOLDERS ON OR ABOUT MAY 26, 2006
_____________________
VOTING AND PROXY
This proxy statement is being furnished in connection with the solicitation
of proxies by our board of directors for use at the 2006 annual meeting of
shareholders to be held at 10:00 a.m., local time, on June 28, 2006 at the
Valencia Hyatt, Grand Ballroom-C, 24500 Town Center Drive, Valencia, California
91355 and at any adjournments of the 2006 annual meeting. When a proxy is
properly executed and returned, the shares it represents will be voted
according to directions noted on the proxy. If no specification is indicated,
the shares will be voted "for" each of the proposals listed on the proxy. Any
shareholder giving a proxy has the power to revoke it at any time before it is
voted by providing written notice to our corporate Secretary, by issuance of a
subsequent proxy, or by voting in person at the 2006 annual meeting.
At the close of business on May 18, 2006, the record date for determining
shareholders entitled to notice of and to vote at the 2006 annual meeting, we
had issued and outstanding 13,675,274,599 shares of common stock. Only
shareholders of record at the close of business on the record date are entitled
to notice of and to vote at the 2006 annual meeting or at any adjournments of
the meeting.
Each share of common stock entitles the holder of record to one vote on any
matter coming before the 2006 annual meeting. In voting for directors, however,
shares may be voted cumulatively for persons whose names have been placed in
nomination prior to the voting for the election of directors, but only if a
shareholder present at the 2006 annual meeting gives notice at the 2006 annual
meeting, prior to the voting for the election of directors, of his or her
intention to vote cumulatively. Notice of intention to vote cumulatively may
not be given by simply marking and returning a proxy.
If any shareholder gives proper notice of his or her intention to vote
cumulatively, then each shareholder eligible to vote will be entitled to
cumulate his or her votes and to give any one or more of the nominees whose
names have been placed in nomination prior to the voting a number of votes
equal to the total number of directors to be elected multiplied by the number
of shares that the shareholder is entitled to vote. In addition, the person or
persons holding the proxies solicited by our board of directors will exercise
their cumulative voting rights, at their discretion, to vote the shares they
hold in such a way as to ensure the election of as many of the nominees of the
board of directors as they deem possible. This discretion and authority of the
proxy holders may be withheld by checking the box on the proxy card marked
"withhold authority to vote for all nominees." However, such an instruction
will also deny the proxy holders the authority to vote for any or all of the
nominees of the board of directors, even if cumulative voting is not called for
at the 2006 annual meeting.
A shareholder may choose to withhold from the proxy holders the authority
to vote for any of the individual candidates nominated by our board of
directors by marking the appropriate box on the proxy card and striking out the
names of the disfavored candidates as they appear on the proxy card. In that
event, the proxy holders will not cast any of the shareholder's votes for
candidates whose names have been crossed out, whether or not cumulative voting
is called for at the 2006 annual meeting. However, the proxy holders will
retain the authority to vote for the candidates nominated by the board of
directors whose names have not been struck out and for any candidates who may
be properly nominated at the 2006 annual meeting. If a shareholder wishes to
specify the manner in which his or her votes are allocated in the event of
cumulative voting, he or she must appear and vote in person at the 2006 annual
meeting. Ballots will be available at the 2006 annual meeting for shareholders
who desire to vote in person.
Under Colorado law and our Bylaws, a majority of the shares entitled to
vote, represented in person or by proxy, will constitute a quorum at a meeting
of shareholders. Generally, if a quorum is present, then the affirmative vote
of a majority of the shares represented and voting on any matter other than the
election of directors will constitute the act of the shareholders, so long as
the number of shares voting in favor of any proposal equals at least a majority
of the quorum. Although abstentions and "broker non-votes" are not counted
either "for" or "against" any proposals, if the number of abstentions or
"broker non-votes" results in the votes "for" a proposal not equaling at least
a majority of the quorum required for the meeting, the proposal will not be
approved. This will be the case even though the number of votes "for" the
proposal exceeds the number of votes "against" the proposal.
In any election of directors, the candidates receiving the highest number
of affirmative votes of the shares entitled to be voted for them, up to the
number of directors to be elected by such shares, are elected. Votes against a
candidate and votes withheld have no legal effect.
We will pay the expenses of soliciting proxies for the 2006 annual meeting,
including the cost of preparing, assembling and mailing the proxy solicitation
materials. Proxies may be solicited personally, by mail or by telephone, or by
our directors, officers and regular employees who will not be additionally
compensated. We have no present plans to hire special employees or paid
solicitors to assist in obtaining proxies, but we reserve the option to do so
if it appears that a quorum otherwise might not be obtained. The matters to be
considered and acted upon at the 2006 annual meeting are referred to in the
preceding notice and are discussed below more fully.
ELECTION OF DIRECTORS
(Proposal 1)
Our Bylaws provide for a range of three to seven directors and our board of
directors has fixed the number of directors at three. Directors are elected
annually and hold office until the next annual meeting of shareholders, until
their respective successors are elected and qualified or until their earlier
death, resignation or removal. It is intended that the proxies solicited by our
board of directors will be voted "for" election of the following three nominees
unless a contrary instruction is made on the proxy: Robert A. Spigno, Lawrence
Muirhead and Melissa McGough. If, for any reason, one or more of the nominees
is unavailable as a candidate for director, an event that is not anticipated,
the person named in the proxy will vote for another candidate or candidates
nominated by our board of directors. However, under no circumstances may a
proxy be voted in favor of a greater number of persons than the number of
nominees named above. As described above, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them, up to
the number of directors to be elected by such shares, are elected. All of the
nominees
<page>2
for director are, at present, directors of ConectiSys. All nominees have been
nominated by our nominating committee.
The current directors and executive officers of ConectiSys, and the
director nominees, and their ages, positions, business experience and education
are as follows:
Name Age Position
- ----- --- ---------
Robert A. Spigno (1)(2)..............51 Chairman of the Board, Chief
Executive Officer, Chief
Financial Officer, Director
Lawrence Muirhead (1)(2).............46 Chief Technology Officer and
Director
Melissa McGough (1)..................29 Director
Rodney W. Lighthipe..................59 Treasurer and Secretary
_______________
(1) Member of Stock Option Committee.
(2) Member of the Nominating Committee.
All directors hold office until the next annual meeting of shareholders and
until their respective successors are elected or until their earlier death,
resignation or removal. Each officer of ConectiSys serves at the discretion of
the board of directors. There are no family relationships between or among any
directors, director nominees or executive officers of ConectiSys.
Directors and Director Nominees
Robert A. Spigno has served as our Chief Executive Officer, Chairman of the
Board and as a member of our board of directors since August 1995 and as our
Chief Financial Officer since May 2006. Prior to that time, Mr. Spigno was
President, for more than a decade, of S.W. Carver Corp., a company he co-
founded, that was a commercial builder of residential homes. Mr. Spigno has
over 25 years of experience in executive management and majority ownership of
several privately held companies.
Lawrence Muirhead has served as our Chief Technical Officer and as a member
of our board of directors since October 1997. Prior to that time, Mr. Muirhead
worked for TRW. Mr. Muirhead has over 18 years of engineering and research and
development experience in the aerospace industry, including over 13 years of
experience with TRW, where helped lead new product development and deployment.
Mr. Muirhead holds a B.S. degree in physics and a B.A. degree in mathematics
from the University of California, Santa Barbara, and holds an M.S. degree in
physics from the California Institute of Technology.
Melissa McGough has served as a member of our board of directors since
November 1999. Ms. McGough was also our Corporate Administrator from December
1998 until March 2005. Her responsibilities as Corporate Administrator included
public relations and management of our daily office activities. Prior to that
time, Ms McGough was a student.
Executive Officer
Rodney W. Lighthipe has served as our Treasurer and Secretary since May
2006. Prior to that time, Mr. Lighthipe served as an advisor to our board of
directors since April 2001. Mr. Lighthipe also served as our President from
September 2000 until his resignation in September 2001. Prior to that time, Mr.
<page>3
Lighthipe served as Director of Research for San Diego Gas & Electric from 1992
until 1996 and was responsible for the development and deployment of new
technologies. Mr. Lighthipe was Research Manager for Southern California Edison
from 1980 to 1987 and organized an international consortium of companies for
the design, construction and operation of the world's largest coal gasification
plant. Mr. Lighthipe was also Power Contracts Manager for Southern California
Edison from 1974 until 1980 during which he opened new transmission paths
throughout the Western United States and Canada for the purchase and sale of
bulk electric power. Some of Mr. Lighthipe's major projects included the
installation of photovoltaics in remote areas and the launch of a "smart card"
project employing residential telephone systems. Mr. Lighthipe has also acted
as a consulting engineer in the energy and telecommunications industries and
served two tours of duty in Vietnam as a Lieutenant in the United States Navy.
Corporate Governance
Our board of directors has adopted a Code of Business Conduct and Ethics
that applies to all of our directors, officers and employees and an additional
Code of Business Ethics that applies to our Chief Executive Officer and our
Senior Financial Officers.
The Code of Ethics, as applied to our principal financial officers,
constitutes our "code of ethics" within the meaning of Section 406 of the
Sarbanes-Oxley Act of 2002 and would also constitute our "code of conduct"
within the meaning of the listing standards of Nasdaq. You may view the Codes
of Ethics on our website at http://www.conectisys.com under the headings
"Investor Relations" and "Corporate Governance" or request copies, which will
be provided free of charge upon written request to Investor Relations,
ConectiSys Corporation, 24307 Magic Mountain Parkway, Suite 41, Valencia,
California 91355.
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K
relating to amendments to or waivers from provision of these codes that relate
to one or more of the items set forth in Item 406(b) of Regulation S-K, by
describing on our Internet website, within five business days following the
date of a waiver or a substantive amendment, the date of the waiver or
amendment, the nature of the amendment or waiver, and the name of the person to
whom the waiver was granted.
Information on our Internet website is not, and shall not be deemed to be,
a part of this proxy statement or incorporated into any other filings we make
with the Securities and Exchange Commission.
Shareholder Communications with the Board
Our board of directors has implemented a process by which shareholders may
send written communications directly to the attention of our board of directors
or any individual member of our board of directors. Robert A. Spigno will be
primarily responsible for monitoring communications from shareholders and
providing copies of such communications to the other directors as he considers
appropriate until an independent member of our board of directors is elected or
appointed and can undertake such duties. Communications will be forwarded to
all directors if they relate to substantive matters and include suggestions or
comments that Mr. Spigno, or his replacement, the independent member of our
board of directors, considers to be important for the directors to consider.
Shareholders who wish to communicate with our board of directors can write to
The Board of Directors, ConectiSys Corporation, 24307 Magic Mountain Parkway,
Suite 41, Valencia, California 91355.
<page>4
Board Committees and Meetings
Our board of directors has a Stock Option Committee and a Nominating
Committee. Our board of directors does not have an Audit Committee. In the
absence of an Audit Committee, the entire board of directors intends to satisfy
the duties of that committee. Our Nominating Committee has a written charter.
During fiscal 2005, our board of directors held twelve meetings and took
action by written consent on ten occasions. During fiscal 2005, no incumbent
director attended fewer than 75% of the aggregate of the total number of
meetings of the board of directors held during the period for which he or she
has been a director and the total number of meetings held by all committees of
the board on which he or she served during the periods that he or she served.
Stock Option Committee. Our Stock Option Committee makes recommendations to
our board of directors concerning incentive compensation for employees and
consultants of ConectiSys and selects the persons entitled to receive options
under our stock option plans and establishes the number of shares, exercise
price, vesting period and other terms of the options granted under those plans.
The Stock Option Committee currently consists of Robert A. Spigno, Lawrence
Muirhead and Melissa McGough. During fiscal 2005, the Stock Option Committee
held one meeting and did not take action by written consent on any occasion. No
executive officer of ConectiSys has served as a director or member of the
compensation committee of any other entity whose executive officers served as a
director of ConectiSys.
Audit Committee. We do not currently have an Audit Committee. In addition,
having no Audit Committee, we do not have an Audit Committee financial expert.
As a small, development-stage company, it has been exceedingly difficult for us
to attract an independent member of our board of directors, who would qualify
as an Audit Committee financial expert, to serve as the sole member of the
Audit Committee of our board of directors. We plan to form an Audit Committee
consisting solely of one or more independent members of our board of directors,
at least one of whom will qualify as an Audit Committee financial expert under
the rules and regulations of the Securities and Exchange Commission, once we
are able to identify and attract a satisfactory candidate.
Nominating Committee. Our Nominating Committee currently consists of two
directors, Robert A. Spigno, who serves as Chairman, and Lawrence Muirhead,
neither of whom is "independent" under the rules and regulations of the
Securities and Exchange Commission or under the current Nasdaq listing
standards. We intend to reconstitute our Nominating Committee with one or more
independent members of our board of directors once we are able to identify and
attract a satisfactory candidate.
Our Nominating Committee assists our board of directors in the selection of
nominees for election to the board. The committee determines the required
selection criteria and qualifications of director nominees based upon the needs
of ConectiSys at the time nominees are considered and recommends candidates to
be nominated for election to the board. The Nominating Committee was
constituted, and our board of directors adopted a written charter for the
Nominating Committee, in June 2004. A copy of the current charter is available
on our website at http://www.conectisys.com under the headings "Investor
Relations" and "Corporate Governance." During fiscal 2005, our Nominating
Committee held no meetings and took action by written consent on one occasion.
Our Nominating Committee considered and nominated candidates for directorship
in connection with our 2006 annual meeting. No candidates for director
nominations were submitted to our board of directors by any shareholder in
connection with the election of directors at our 2006 annual meeting.
Criteria for Director Nominees. Our board of directors believes that it
should be comprised of directors with varied, complementary backgrounds, and
that directors should, at a minimum, exhibit proven leadership capabilities and
experience at a high level of responsibility within their chosen fields, and
<page>5
have the ability to quickly grasp complex principles of business, finance and
automatic meter reading technologies. Directors should possess the highest
personal and professional ethics, integrity and values and should be committed
to representing the long-term interests of our shareholders.
When considering a candidate for director, the Nominating Committee intends
to take into account a number of factors, including the following:
o independence from management;
o depth of understanding of technology,
manufacturing, sales and marketing, finance and/or other elements
directly relevant to the technology and business of ConectiSys;
o education and professional background;
o judgment, skill, integrity and reputation;
o existing commitments to other businesses as a director, executive or
owner;
o personal conflicts of interest, if any; and
o the size and composition of our existing board of directors.
Prior to nominating a sitting director for re-election at an annual meeting
of shareholders, the Nominating Committee intends to consider the director's
past attendance at, and participation in, meetings of our board of directors
and its committees and the director's formal and informal contributions to his
or her respective activities.
When seeking candidates for director, the Nominating Committee may solicit
suggestions from incumbent directors, management, shareholders and others.
Additionally, the Nominating Committee may use the services of third party
search firms to assist in the identification of appropriate candidates. After
conducting an initial evaluation of a prospective candidate, the Nominating
Committee may interview that candidate if it believes the candidate might be
suitable to be a director. The Nominating Committee may also ask the candidate
to meet with management. If the Nominating Committee believes a candidate would
be a valuable addition to our board of directors, it may recommend to the full
board of directors that candidate's appointment or election.
Shareholder Recommendations for Nominations to the Board of Directors. The
Nominating Committee will consider candidates for director recommended by any
shareholder that is the beneficial owner of shares representing more than one
percent of the then-outstanding shares of common stock of ConectiSys and that
has beneficially owned those shares for at least one year. The Nominating
Committee will evaluate such recommendations applying its regular nominee
criteria and considering the additional information set forth below. Eligible
shareholders wishing to recommend a candidate for nomination as a director are
to send the recommendation in writing to the Chairman of the Nominating
Committee, ConectiSys Corporation, 24307 Magic Mountain Parkway, Suite 41,
Valencia, California 91355. A shareholder recommendation must contain the
following information:
o documentation supporting that the writer is a shareholder of ConectiSys
and has been a beneficial owner of shares representing more than one
percent of the then-outstanding shares of common stock of ConectiSys for
at least one year and a statement that the writer is recommending a
candidate for nomination as a director;
o a resume of the candidate's business experience and educational
background that also includes the candidate's name, business and
residence addresses, and principal occupation or employment and an
explanation of how the candidate's background and qualifications are
directly relevant to the business of ConectiSys;
<page>6
o the number of shares of common stock of ConectiSys beneficially owned by
the candidate;
o a statement detailing any relationship, arrangement or understanding,
formal or informal, between or among the candidate, any affiliate of the
candidate, and any customer, supplier or competitor of ConectiSys, or any
other relationship, arrangement or understanding that might affect the
independence of the candidate as a member of our board of directors;
o detailed information describing any relationship, arrangement or
understanding, formal or informal, between or among the proposing
shareholder, the candidate, and any affiliate of the proposing
shareholder or the candidate;
o any other information that would be required under SEC rules in a proxy
statement soliciting proxies for the election of such candidate as a
director; and
o a signed consent of the candidate to serve as a director, if nominated
and elected.
In connection with its evaluation, the Nominating Committee may request
additional information from the candidate or the recommending shareholder and
may request an interview with the candidate. The Nominating Committee has
discretion to decide which individuals to recommend for nomination as
directors.
Policy With Regard to Board Members' Attendance at Annual Meetings
It is our policy to invite and encourage our directors to attend our annual
meetings. Robert A. Spigno attended our 2005 annual meeting of shareholders and
Lawrence Muirhead and Melissa McGough did not attended our 2005 annual meeting
of shareholders.
Compensation Committee Interlocks and Insider Participation
No member of our board of directors has a relationship that would
constitute an interlocking relationship with executive officers and directors
of another entity.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who beneficially own more than 10% of a
registered class of our common stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
These officers, directors and stockholders are required by the Securities and
Exchange Commission regulations to furnish us with copies of all such reports
that they file.
Based solely upon a review of copies of these reports furnished to us
during 2005 and thereafter, or written representations received by us from
reporting persons that no other reports were required, we believe that all
Section 16(a) filing requirements applicable to our reporting persons during
2005 were complied with, except as described below.
The following individuals did not timely file the following numbers of
Forms 4 to report the following numbers of transactions: Mr. Robert Spigno - 1
report, 1 transaction; and Ms. Patricia Spigno, our former Chief Financial
Officer, Treasurer and Secretary - 1 report, 1 transaction.
<page>7
Compensation of Executive Officers
The Summary Compensation Table below provides information concerning the
annual and long-term compensation for services in all capacities as an employee
of ConectiSys of our Chief Executive Officer, our Chief Technology Officer and
our former Chief Financial Officer, Treasurer and Secretary, or the named
executives, during the years ended September 30, 2005, 2004 and 2003. There
were no other executive officers whose annual salary and bonus compensation
exceeded $100,000 during the year ended September 30, 2005.
<table>
Summary Compensation Table
Long-Term
Compensation
------------
Awards
------------
Annual Compensation Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($)(1) Options(#) Compensation ($)
------------------- ------- --------- ----------- ------------ ----------------
Robert A. Spigno, 2005 $160,000 $80,000 -- --
Chief Executive Officer 2004 $160,000 $80,000 -- --
2003 $160,000 $80,000 -- --
Lawrence Muirhead, 2005 $150,000 -- -- --
Chief Technology Officer 2004 $150,000 -- -- --
2003 $150,000 -- -- --
Patricia A. Spigno, 2005 $ 80,000 $40,000 -- --
former Chief Financial 2004 $ 80,000 $40,000 -- --
Officer and Secretary 2003 $ 80,000 $40,000 -- --
_____________
(1) Amounts represent bonus earned, but deferred and recorded on the books
and records of ConectiSys as accrued compensation. Amounts are payable
in common stock of ConectiSys based on a conversion price equivalent to
50% of the average of the closing bid and asked prices of a share of
ConectiSys common stock for the 30 days prior to the end of the year in
which such bonus was earned. Although our agreements with Robert Spigno
and with Patricia Spigno provide that the conversion price is to be
equal to 50% of the average of the closing bid and asked prices of a
share of our common stock for the 30 days prior to the end of the
calendar year, Mr. Spigno and Ms. Spigno both voluntarily relinquished
their right to receive shares for 2005, 2004 and 2003 based on this
conversion price in favor of a conversion price equal to approximately
100% of the average of the closing bid and asked prices of a share of
our common stock for the 30 days prior to the end of the applicable
calendar year.
</table>
Stock Option Grants in 2005
In fiscal 2005, no options or stock appreciation rights were granted to the
named executives.
<page>8
Option Exercises and Fiscal Year-End Values
The following table sets forth the number of shares acquired and value
realized upon exercise of options during the fiscal year ended September 30,
2005 and the number of exercisable and unexercisable in-the-money stock options
and their values at September 30, 2005 for the named executives. An option is
"in-the-money" if the fair market value for the underlying securities exceeds
the exercise price of the option.
<table>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities Underlying Value ($)of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired on Value September 30, 2005 September 30, 2005 (1)
Name Exercise Realized ($) Exercisable(#) Unexercisable(#) Exercisable Unexercisable
- ------------------- ------------ ------------ -------------- ---------------- -------------- ----------------
Robert A. Spigno --- --- 6,443,654 --- --- ---
Lawrence Muirhead --- --- --- --- --- ---
Patricia Spigno --- --- 500,000 --- --- ---
_______________
(1) The closing sale price of our common stock on the OTC Bulletin Board(R)
as of September 30, 2005 was $.0003.
</table>
Long-Term Incentive Plan Awards
In fiscal 2005, no awards were given to named executives under long-term
incentive plans.
Compensation of Directors
Our directors do not receive any compensation in their capacity as members
of the board of directors, but may be reimbursed for reasonable expenses
incurred in connection with attendance of meetings of the board of directors.
The advisors to our board of directors each initially received 250,000
shares of common stock as compensation for their advisory services. No
additional compensation has been paid and any future compensation will be in
the discretion of our board of directors.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
In October 1995, our board of directors set the compensation for Robert A.
Spigno, our Chairman of the Board, Chief Executive Officer and Chief Financial
Officer. Mr. Spigno has executed an employment agreement with ConectiSys
effective October 2, 1995, as amended by employment agreement amendments
effective July 24, 1996, August 11, 1997, September 1, 1999 and March 27, 2000
that provide for annual salary of $160,000 and a bonus of 50% of Mr. Spigno's
annual salary, with the bonus payable in common stock of ConectiSys.
In August 1998, our board of directors set the compensation for Lawrence
Muirhead, our Chief Technology Officer. Mr. Muirhead has executed an employment
agreement with ConectiSys effective August 1, 1998, that provides for annual
salary compensation of $150,000. On November 22, 1999, Mr. Muirhead was granted
an option initially expiring December 31, 2002 to purchase up to 2,000,000
shares of common stock at an exercise price of $.50 per share, which was the
<page>9
closing price of a share of our common stock on that date. This option vests
upon the achievement of certain specified performance criteria. On January 6,
2003, we extended the expiration date of this option to December 31, 2004.
In October 1995, our board of directors set the compensation for Patricia
A. Spigno, our former Chief Financial Officer, Treasurer and Secretary. Ms.
Spigno executed an employment agreement with ConectiSys effective October 2,
1996, as amended by employment agreement amendments effective July 24, 1996,
September 1, 1999 and March 27, 2000 that provide for annual salary of $80,000
and a bonus of 50% of Ms. Spigno's annual salary, with the bonus payable in
common stock of ConectiSys. In May 2006, Ms. Spigno resigned her position as
Acting Chief Financial Officer, Treasurer and Secretary.
Report on Repricing of Options and SARs
No adjustments to or amendments of the exercise price of stock options or
stock appreciation rights previously awarded to the named executives occurred
in fiscal 2005.
Indemnification of Directors and Officers
The Colorado Business Corporation Act, or CBCA, requires that each director
discharge his duties to ConectiSys in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar circumstances,
and in a manner that he reasonably believes to be in the best interests of
ConectiSys. Generally, a director will not be liable to ConectiSys or its
shareholders, for any action he takes or omits to take as a director if, in
connection with such action or omission, he performed the duties of his
position in compliance with the standards described above.
Our Articles of Incorporation provide that ConectiSys may indemnify any
director or officer of ConectiSys to the full extent permitted by Colorado law.
Under the CBCA, except for the situation described below, a corporation may
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:
o the person conducted himself in good faith;
o the person reasonably believed, in the case of conduct in an official
capacity with ConectiSys, that his conduct was in the best interests of
ConectiSys and, in all other cases, that his conduct was at least not
opposed to the best interests of ConectiSys; and
o in the case of any criminal proceeding, the person had no reasonable
cause to believe his conduct was unlawful.
Under the CBCA, ConectiSys may not indemnify a director as described above:
o in connection with a proceeding by or in the right of ConectiSys, in
which the director was adjudged liable to ConectiSys; or
o in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in
an official capacity, in which proceeding the director was adjudged
liable on the basis that he derived an improper personal benefit.
Under the CBCA, ConectiSys is required to indemnify any director who is
wholly successful on the merits or otherwise, in the defense of any proceeding
to which the director was a party because the person is or was a director,
<page>10
against reasonable expenses incurred by him in connection with the proceeding.
To the extent indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
ConectiSys under the above provisions, or otherwise, we have been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Certain Relationships and Related Transactions
In October 1995, our board of directors set the compensation for Robert A.
Spigno, our Chairman of the Board, Chief Executive Officer and Chief Financial
Officer. Mr. Spigno has executed an employment agreement with ConectiSys
effective October 2, 1995, as amended by employment agreement amendments
effective July 24, 1996, August 11, 1997, September 1, 1999 and March 27, 2000
that provide for annual salary of $160,000 and a bonus of 50% of Mr. Spigno's
annual salary, with the bonus payable in common stock of ConectiSys.
In August 1998, our board of directors set the compensation for Lawrence
Muirhead, our Chief Technology Officer. Mr. Muirhead has executed an employment
agreement with ConectiSys effective August 1, 1998, that provides for annual
salary compensation of $150,000. On November 22, 1999, Mr. Muirhead was granted
an option initially expiring December 31, 2002 to purchase up to 2,000,000
shares of common stock at an exercise price of $.50 per share, which was the
closing price of a share of our common stock on that date. This option vests
upon the achievement of certain specified performance criteria. On January 6,
2003, we extended the expiration date of this option to December 31, 2004.
In October 1995, our board of directors set the compensation for Patricia
A. Spigno, our former Chief Financial Officer, Treasurer and Secretary. Ms.
Spigno executed an employment agreement with ConectiSys effective October 2,
1996, as amended by employment agreement amendments effective July 24, 1996,
September 1, 1999 and March 27, 2000 that provide for annual salary of $80,000
and a bonus of 50% of Ms. Spigno's annual salary, with the bonus payable in
common stock of ConectiSys. In May 2006, Ms. Spigno resigned her position as
Acting Chief Financial Officer, Treasurer and Secretary.
On September 1, 2002, we executed a promissory note due September 1, 2003
in favor of Robert Spigno in the principal amount of $87,100 representing
amounts borrowed from Mr. Spigno prior to that date. On September 1, 2003 we
executed a replacement promissory note in favor of Mr. Spigno in the amount of
$36,000. As of September 30, 2005, approximately $12,000 of principal and
accrued and unpaid interest under this note remained outstanding. During fiscal
2005, we borrowed various amounts from time to time from Mr. Spigno and as of
May 18, 2006, no principal or accrued and unpaid interest under this note
remained outstanding. Under the note, any outstanding principal and accrued and
unpaid interest is due on demand and any outstanding principal accrues interest
at an annual rate of 18%.
On October 1, 2002, we owed Patricia A. Spigno approximately $8,140
resulting from cash advances, other borrowings and related accrued interest. On
September 1, 2003 we executed a replacement promissory note in favor of Ms.
Spigno in the amount of $50,000. We borrowed additional funds from Ms. Spigno
resulting in approximately $49,000 owed to Ms. Spigno as of September 30, 2005.
During fiscal 2005, we borrowed various amounts from time to time from Ms.
Spigno and as of May 18, 2006, no principal or accrued and unpaid interest
under this note remained outstanding. Under the note, any outstanding principal
and accrued and unpaid interest is due on demand and any outstanding principal
accrues interest at an annual rate of 18%.
<page>11
On December 10, 2003, Mr. Spigno exercised a portion of an option to
purchase 15,845 shares of Class A Preferred Stock for $1.00 per share, which
was the estimated value on that date.
Effective December 31, 2003, Robert Spigno earned bonus compensation under
his employment arrangement with ConectiSys in the amount of $80,000 payable in
common stock of ConectiSys based on a conversion price equal to 50% of the
average of the closing bid and asked prices of a share of our common stock for
the 30 days prior to December 31, 2003. Although our agreement with Mr. Spigno
provides that the conversion price is to be equal to 50% of the average of the
closing bid and asked prices of a share of our common stock for the 30 days
prior to December 31, 2003, Mr. Spigno voluntarily relinquished his right to
receive shares for 2003 based on this conversion price in favor of a conversion
price equal to 100% of the average of the closing bid and asked prices of a
share of our common stock for the 30 days prior to December 31, 2003. The
number of shares of common stock of ConectiSys issuable in connection with this
bonus is 15,094,340.
Effective December 31, 2003, Patricia Spigno earned bonus compensation
under her employment arrangement with ConectiSys in the amount of $40,000
payable in common stock of ConectiSys based on a conversion price equal to 50%
of the average of the closing bid and asked prices of a share of our common
stock for the 30 days prior to December 31, 2003. Although our agreement with
Ms. Spigno provided that the conversion price was to be equal to 50% of the
average of the closing bid and asked prices of a share of our common stock for
the 30 days prior to December 31, 2003, Ms. Spigno voluntarily relinquished her
right to receive shares for 2003 based on this conversion price in favor of a
conversion price equal to 100% of the average of the closing bid and asked
prices of a share of our common stock for the 30 days prior to December 31,
2003. The number of shares of common stock of ConectiSys issuable in connection
with this bonus is 7,547,170.
On January 6, 2004, we repriced Robert Spigno's fully-vested option to
purchase up to 500,000 shares of Class B Preferred Stock from an exercise price
of $0.50 per share to an exercise price of $.05 per share. The exercise price
of $.05 per share equates to $.005 per share of common stock if the Class B
Preferred Stock were converted, which was in excess of the price of our common
stock on that date. This option was granted on September 11, 2001 and vested
immediately with an initial exercise price of $2.50 per share which equaled
$.25 per share of common stock if the Class B Preferred Stock were converted,
which was the price of our common stock on that date. On June 28, 2002 this
option was repriced from an exercise price of $2.50 per share to an exercise
price of $.50 per share, which was in excess of the price of our common stock
on that date. This option expires on November 1, 2009.
Effective December 31, 2004, Robert Spigno earned bonus compensation under
his employment arrangement with ConectiSys in the amount of $80,000 payable in
common stock of ConectiSys based on a conversion price equal to 50% of the
average of the closing bid and asked prices of a share of our common stock for
the 30 days prior to December 31, 2004. Although our agreement with Mr. Spigno
provides that the conversion price is to be equal to 50% of the average of the
closing bid and asked prices of a share of our common stock for the 30 days
prior to December 31, 2004, Mr. Spigno voluntarily relinquished his right to
receive shares for 2004 based on this conversion price in favor of a conversion
price equal to 100% of the average of the closing bid and asked prices of a
share of our common stock for the 30 days prior to December 31, 2004. The
number of shares of common stock of ConectiSys issuable in connection with this
bonus is 27,586,207.
Effective December 31, 2004, Patricia Spigno earned bonus compensation
under her employment arrangement with ConectiSys in the amount of $40,000
payable in common stock of ConectiSys based on a conversion price equal to 50%
of the average of the closing bid and asked prices of a share of our common
stock for the 30 days prior to December 31, 2004. Although our agreement with
Ms. Spigno provided that the conversion price was to be equal to 50% of the
average of the closing bid and asked prices of a share of our common stock for
the 30 days prior to December 31, 2004, Ms. Spigno voluntarily relinquished her
right to receive shares for 2004 based on this conversion price in favor of a
conversion price equal to 100% of the average of the closing bid and asked
<page>12
prices of a share of our common stock for the 30 days prior to December 31,
2004. The number of shares of common stock of ConectiSys issuable in connection
with this bonus is 13,793,103.
Effective December 31, 2005, Robert Spigno earned bonus compensation under
his employment arrangement with ConectiSys in the amount of $80,000 payable in
common stock of ConectiSys based on a conversion price equal to 50% of the
average of the closing bid and asked prices of a share of our common stock for
the 30 days prior to December 31, 2005. Although our agreement with Mr. Spigno
provides that the conversion price is to be equal to 50% of the average of the
closing bid and asked prices of a share of our common stock for the 30 days
prior to December 31, 2005, Mr. Spigno voluntarily relinquished his right to
receive shares for 2005 based on this conversion price in favor of a conversion
price equal to 100% of the average of the closing bid and asked prices of a
share of our common stock for the 30 days prior to December 31, 2005. The
number of shares of common stock of ConectiSys issuable in connection with this
bonus is 289,156,627.
In May 2006, Rodney W. Lighthipe was appointed as Treasurer and Secretary
of Conectisys at an initial monthly salary of $4,000. Prior to his appointment
and since January 2006, Mr. Lighthipe received monthly consulting fees of
$4,000 in connection with consulting services rendered to ConectiSys.
We are or have been a party to various employment, consulting and
compensation arrangements with related parties, as more particularly described
above under the headings "Employment Contracts and Termination of Employment
and Change-in-Control Arrangements," "Compensation of Executive Officers" and
"Compensation of Directors."
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of May 18, 2006, certain information
with respect to (i) each director of our company, (ii) the named executives,
and (iii) all directors and executive officers of our company as a group, and
(iv) each person known to our company to be the beneficial owner of more than
5% of our common stock. The information with respect to each person specified
is as supplied or confirmed by such person or based upon statements filed with
the Commission.
Beneficial ownership is determined in accordance with Rule 13d-3
promulgated by the Securities and Exchange Commission, and generally includes
voting or investment power with respect to securities. Except as indicated in
the footnotes to the table, we believe each holder possesses sole voting and
investment power with respect to all of the shares of common stock owned by
that holder, subject to community property laws where applicable. In computing
the number of shares beneficially owned by a holder and the percentage
ownership of that holder, shares of common stock subject to options or warrants
held by that holder that are currently exercisable or are exercisable within 60
days after the date of the table are deemed outstanding. Those shares, however,
are not deemed outstanding for the purpose of computing the percentage
ownership of any other person or group.
<page>13
<table>
Name and Address of Title of Amount and Nature of
of Beneficial Owner (1) Class Beneficial Ownership(2) Percent of Class
- -------------------------- --------- ------------------------- ------------------
Robert A. Spigno Common 346,994,314(3) 2.48%
Class A Preferred 450,020(4) 100.00%
Class B Preferred 500,000(5) 50.00%
Lawrence Muirhead Common 971,393 *
Melissa McGough Common 354,138 *
Rodney W. Lighthipe Common 852,388 *
All directors and executive
officers as a group
(4 persons) Common 349,172,233(6) 2.49%
Class A Preferred 450,020(4) 100.00%
Class B Preferred 500,000(5) 50.00%
</table>
_______________
* Less than 1.00%
(1) The address of each director and executive officer named in this table is
c/o ConectiSys Corporation, 24307 Magic Mountain Parkway, Suite 41,
Valencia, California 91355. Mr. Spigno and Mr. Muirhead are directors and
executive officers of ConectiSys. Ms. McGough is a director of
ConectiSys. Mr. Lighthipe is Treasurer and Secretary of ConectiSys.
(2) Based upon information furnished to us by the directors and executive
officers or obtained from our stock transfer books showing 13,675,274,599
shares of common stock outstanding as of May 18, 2006. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment power
with respect to securities. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the
table above have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. Shares of
common stock subject to options currently exercisable, or exercisable
within 60 days after May 18, 2006, are deemed to be outstanding in
calculating the percentage ownership of a person or group but are not
deemed to be outstanding as to any other person or group.
(3) Includes (i) 4,992,556 shares held directly, (ii) 1,443,654 shares
underlying options, (iii) 5,000,000 shares issuable upon conversion of
Class B Preferred Stock, and (iv) 335,558,104 shares issuable in
connection with payment of annual bonuses for calendar years 2002 through
2005. Mr. Spigno holds an option to purchase up to 500,000 shares of
Class B Preferred Stock.
(4) Includes (i) 215,865 shares held directly, and (ii) 234,155 shares
underlying an option to purchase Class A Preferred Stock.
(5) Represents an option to purchase up to 500,000 shares of Class B
Preferred Stock.
(6) Includes (i) 7,170,475 shares held directly, (ii) 1,443,654 shares
underlying options, (iii) 5,000,000 shares issuable upon conversion of
Class B Preferred Stock, and (iv) 335,558,104 shares issuable in
connection with payment of annual bonuses for calendar years 2002 through
<page>14
2005. Mr. Spigno holds an option to purchase up to 500,000 shares of
Class B Preferred Stock.
Equity Compensation Plan Information
The following table gives information about our common stock that may be
issued upon the exercise of options, warrants and rights under our Amended Non-
Qualified Stock Option and Stock Bonus Plan as well as stock options, warrants
and rights issued outside of any formal plan as of September 30, 2005.
Number of Securities Weighted Average Number of
to be Issued Upon Exercise Exercise Price of Securities
of Outstanding Options, Outstanding Remaining
Warrants Options, Warrants Available for
Plan Category and Rights(1) and Rights Future Issuance
- ------------------- -------------------- ------------------ -----------------
Equity compensation
plans approved by
security holders N/A N/A N/A
Equity compensation
plans not approved
by security holders 1,943,654(2) $0.38 N/A
Total 1,943,654 $0.38 N/A
_______________
(1) Number of shares is subject to adjustment for changes in capitalization
for stock splits, stock dividends and similar events.
(2) Represents 1,943,654 shares of common stock underlying stock options,
warrants and rights issued under our Amended Non-Qualified Stock Option
and Stock Bonus Plan and no shares of common stock underlying stock
options, warrants and rights issued outside of any formal plan.
Our Amended Non-Qualified Stock Option and Stock Bonus Plan permits grants
of stock bonuses and non-qualified stock options. Vesting periods under our
Amended Non-Qualified Stock Option and Stock Bonus Plan vary from person to
person, and options under the plan are exercisable subject to certain standard
conditions.
<page>15
Audit Committee Report
The full board of directors of ConectiSys Corporation, discharging the
duties of an audit committee of the board of directors, discussed with the
independent auditors of ConectiSys Corporation all matters required to be
discussed by generally accepted auditing standards, including those described
in Statement on Auditing Standards No. 61, as amended, "Communication with
Audit Committees." Prior to the inclusion and filing with the Securities and
Exchange Commission of the consolidated audited financial statements in
ConectiSys Corporation's annual report on Form 10- KSB for the year ended
September 30, 2005, the board of directors discussed with management and
reviewed ConectiSys Corporation's consolidated audited financial statements. In
addition, the board of directors obtained from the independent auditors a
formal written statement indicating that no relationships exist between the
auditors and ConectiSys Corporation that might bear on the auditors'
independence consistent with Independence Standards Board Standard No. 1,
"Independent Discussions with Audit Committees," discerned from discussions
with the auditors that no relationships exist that may impact their objectivity
and independence and satisfied itself as to the auditors' independence. Prior
to the filing of the Form 10-KSB with the Securities and Exchange Commission,
and based on the review and discussions referenced above, the board of
directors recommended that the audited financial statements be included in the
Form 10-KSB.
Respectfully submitted,
Board of Directors of ConectiSys Corporation
Robert A. Spigno
Lawrence Muirhead
Melissa McGough
Principal Accountant Fees and Services
The following table shows the fees paid or accrued by ConectiSys
Corporation for the audit and other services provided by Hurley & Company for
the fiscal years shown.
2004 2003
-------- --------
Audit Fees $27,200 $22,200
Audit - Related Fees $10,200 $ 3,500
Tax Fees $ -- $ --
All Other Fees -- --
-------- --------
Total $37,400 $25,700
======== ========
The Audit - Related Fees shown above all related to work performed in
connection with the issuance of Consents of Independent Registered Public
Accounting Firm included in Registration Statements on Forms SB-2 and S-8 and
the review thereof by Hurley & Company.
We do not have an Audit Committee. Our Board of Directors approved the
Audit Fees for fiscal 2005, but none of the other fees for 2005 were
specifically approved by our Board of Directors. Our Board of Directors
approved the Audit Fees for fiscal 2004, but none of the other fees for 2004
were specifically approved by our Board of Directors.
<page>16
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(Proposal 2)
Effective as of May 8, 2006, our board of directors approved an amendment
to Article IV of our Articles of Incorporation to increase the number of shares
of our authorized common stock from 15 billion to 50 billion. We refer to this
amendment as the authorized share increase. The full text of the amendment is
attached to this proxy statement as Exhibit A. Our board of directors believes
that the authorized share increase is in the best interests of ConectiSys and
our shareholders because it makes additional shares of common stock available
for acquisitions, financings, present and future employee benefit programs and
other corporate purposes.
In addition, our board of directors believes that the authorized share
increase is necessary in light of our recent issuances of convertible
debentures and related warrants. The convertible debentures and related
warrants are convertible into or exercisable for shares of our common stock.
After taking into account the number of shares currently outstanding or
issuable upon conversion or exercise of our outstanding derivative securities,
the number of authorized shares of common stock provided for in our Articles of
Incorporation is not sufficient to satisfy our obligations to issue shares of
common stock to the convertible debenture investors upon conversion of the
convertible debentures and exercise of the related warrants.
The agreements we entered into in connection with our offerings of the
convertible debentures and related warrants required us to, among other things,
reserve subject to shareholder approval, the shares of common stock underlying
the convertible debentures and related warrants and, on a best efforts basis,
increase the authorized number of shares of our common stock immediately. If we
are unsuccessful in timely increasing our authorized number of shares of common
stock, we will be in default under those agreements and could face significant
adverse consequences. Those consequences include, among other things, the
holders of the convertible debentures and related warrants, requiring us to pay
substantial penalties, requiring us to repay the convertible debentures and/or
foreclosing upon their security interests in our assets, including our
intellectual property. Any of these events could have a material adverse effect
on our business, operating results, financial condition, cash flows and ability
to service our indebtedness.
As of the date of this proxy statement, we believe that we are in imminent
default under our agreements with our debenture investors as a result of
exhausting our authorized capital. As of May 18, 2006, we had approximately
13,675,274,599 shares of common stock issued and outstanding and our authorized
capital currently includes 15 billion shares of common stock.
Our board of directors believes that it is in the best interests of
ConectiSys and our shareholders to amend our Articles of Incorporation to
provide sufficient shares of common stock to enable us to satisfy our
obligations to issue shares of common stock as described above and to make
additional shares of common stock available for acquisitions, financings,
present and future employee benefit programs and other corporate purposes. The
additional shares of common stock proposed to be authorized through the
authorized share increase may be issued from time to time as our board of
directors may determine without further action by our shareholders unless such
action is required in a specific case by applicable laws, rules or regulations.
Although our board of directors has no current plans to use these additional
shares of common stock to entrench present management, it may be able to use
these additional shares as a defensive tactic against hostile takeover
attempts. However, no hostile takeover attempts are, to management's knowledge,
currently threatened.
<page>17
Our Articles of Incorporation, as currently in effect and as proposed to be
amended through the authorized share increase, do not provide our common
shareholders with preemptive rights that would entitle such persons, as a
matter of right, to subscribe for the purchase of any shares, rights, warrants
or other securities or obligations convertible into, or exchangeable for,
securities of ConectiSys.
Required Vote of Shareholders and Board Recommendation
The affirmative vote of a majority of the shares of common stock
represented and voting on this proposal is required for approval of this
proposal, provided that the number of shares voting in favor of the proposal
equals at least a majority of the quorum.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENT TO OUR ARTICLES OF INCORPORATION.
APPROVAL OF INDEPENDENT AUDITORS
(Proposal 3)
Our board of directors has selected the independent certified public
accounting firm of Hurley & Company to audit and comment on our financial
statements for the year ending September 30, 2006, and to conduct whatever
audit functions are deemed necessary. Hurley & Company audited our financial
statements for the year ended September 30, 2005 that are included in our most
recent annual report on Form 10-KSB.
We do not anticipate that a representative of Hurley & Company will be
present at the 2006 annual meeting.
Required Vote of Shareholders and Board Recommendation
Although a vote of shareholders is not required on this proposal, our board
of directors is asking our shareholders to ratify the appointment of our
independent auditors. The affirmative vote of a majority of the shares of
common stock represented and voting on this proposal will constitute
shareholder ratification of the appointment, provided that the number of shares
voting in favor of the proposal equals at least a majority of the quorum. If
shareholder approval of this proposal is not obtained, our board of directors
may reconsider its appointment of our independent auditors.
OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS.
OTHER MATTERS
Our board of directors knows of no other matters to be brought before the
2006 annual meeting. However, if other matters should come before the 2006
annual meeting, it is the intention of the person named in the proxy to vote
such proxy in accordance with his or her judgment on such matters.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, proposals by stockholders
that are intended for inclusion in our proxy statement and proxy card and to be
presented at our next annual meeting must be received by us no later than 120
<page>18
calendar days in advance of the one-year anniversary of the date of this proxy
statement in order to be considered for inclusion in our proxy materials
relating to the next annual meeting. Such proposals shall be addressed to our
corporate Secretary at our corporate headquarters and may be included in next
year's annual meeting proxy materials if they comply with rules and regulations
of the Commission governing stockholder proposals.
Proposals by stockholders that are not intended for inclusion in our proxy
materials may be made by any stockholder who timely and completely complies
with the notice procedures contained in our bylaws, was a stockholder of record
at the time of giving of notice and is entitled to vote at the meeting, so long
as the proposal is a proper matter for stockholder action and the stockholder
otherwise complies with the provisions of our bylaws and applicable law.
However, stockholder nominations of persons for election to our board of
directors at a special meeting may only be made if our board of directors has
determined that directors are to be elected at the special meeting.
To be timely, a stockholder's notice regarding a proposal not intended for
inclusion in our proxy materials must be delivered to our secretary at our
corporate headquarters not later than:
o In the case of an annual meeting, the close of business on the 45th day
before the first anniversary of the date on which we first mailed our
proxy materials for the prior year's annual meeting of stockholders.
However, if the date of the meeting has changed more than 30 days from
the date of the prior year's meeting, then in order for the stockholder's
notice to be timely it must be delivered to our corporate Secretary a
reasonable time before we mail our proxy materials for the current year's
meeting. For purposes of the preceding sentence, a "reasonable time"
coincides with any adjusted deadline we publicly announce.
o In the case of a special meeting, the close of business on the 7th day
following the day on which we first publicly announce the date of the
special meeting.
Except as otherwise provided by law, if the chairperson of the meeting
determines that a nomination or any business proposed to be brought before a
meeting was not made or proposed in accordance with the procedures set forth in
our bylaws and summarized above, the chairperson may prohibit the nomination or
proposal from being presented at the meeting.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Exchange Act. In
accordance with the Exchange Act, we file reports, proxy statements and other
information with the Commission. These materials can be inspected and copied at
the Public Reference Room maintained by the Commission at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1- 800-SEC-0330. Our
common stock trades on the OTC Bulletin Board(R) under the symbol "CNES."
ANNUAL REPORT
A copy of our 2005 annual report to shareholders has been mailed
concurrently with this proxy statement to all shareholders entitled to notice
of and to vote at the 2006 annual meeting. The 2005 annual report to
shareholders is not incorporated into this proxy statement and is not
considered proxy solicitation material.
A copy of our annual report to the Securities and Exchange Commission on
Form 10-KSB for the year ended September 30, 2005 is available without charge
to shareholders and may be obtained by writing to Investor Relations,
<page>19
Conectisys Corporation, 24307 Magic Mountain Parkway, Suite 41, Valencia,
California 91355 (telephone number: (661) 295-6763). The annual report on Form
10-KSB for the year ended September 30, 2005 is not incorporated into this
proxy statement and is not considered proxy solicitation material.
ALL SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN PROMPTLY THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
<page>20
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CONECTISYS CORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is ConectiSys Corporation.
SECOND: The following amendment to the Articles of Incorporation of
ConectiSys Corporation was adopted on , 2006, as prescribed
by the Colorado Business Corporation Act, by a vote of the shareholders of the
corporation. The number of shares voted for the amendment was sufficient for
approval. The preliminary paragraph of Article IV to the Articles of
Incorporation of ConectiSys Corporation is replaced with the following:
ARTICLE IV
CAPITAL STOCK.
The aggregate number of shares which this Corporation shall have authority
to issue is Fifty Billion (50,000,000,000) shares of no par value each, which
shares shall be designated "Common Stock"; and Fifty Million (50,000,000)
shares of $1.00 par value each, which shares shall be designated "Preferred
Stock" and which may be issued in one or more series at the discretion of the
Board of Directors. In establishing a series the Board of Directors shall give
to it a distinctive designation so as to distinguish it from the shares of all
other series and classes, shall fix the number of shares in such series, and
the preferences, rights and restrictions thereof. All shares of any one series
shall be alike in every particular except as otherwise provided by these
Articles of Incorporation or the Colorado Corporation Code.
THIRD: There is no exchange, reclassification or cancellation of issued
shares provided for in this amendment.
FOURTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: the number of shares of "Common Stock" that the
corporation is authorized to issue has increased by Thirty-Five Billion
(35,000,000,000) resulting in the corporation having the authority to issue up
to Fifty Billion (50,000,000,000) shares of "Common Stock."
Date: , 2006
The persons who cause this document to be delivered for filing are:
Robert A. Spigno, Chief Executive Officer
Rodney W. Lighthipe, Secretary
The address for the above-referenced persons is:
24307 Magic Mountain Parkway, Suite 41
Valencia, California 91355
PROXY FOR 2006 ANNUAL MEETING OF SHAREHOLDERS
CONECTISYS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of ConectiSys Corporation (the "Company")
hereby constitutes and appoints Robert A. Spigno, with the power to appoint his
substitute, as attorney and proxy to appear, attend and vote all of the shares
of common stock of the Company standing in the name of the undersigned on the
record date at the 2006 annual meeting of shareholders of the Company to be
held at 10:00 a.m., local time, on June 28, 2006 at the Valencia Hyatt, the
Grand Ballroom-C, 24500 Town Center Drive, Valencia, California 91355 and at
any adjournment or adjournments thereof, upon the below proposals. The
Company's board of directors recommends a vote FOR each of the following
proposals:
1. To elect three directors to the Company's board of directors as follows:
O FOR all nominees listed below, except O WITHHOLD AUTHORITY to
as marked to the contrary below vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
provided below.)
Robert A. Spigno
Lawrence Muirhead
Melissa McGough
IF THE UNDERSIGNED SHAREHOLDER WISHES TO CUMULATE VOTES IN THE ELECTION
OF DIRECTORS, THE UNDERSIGNED MUST APPEAR AND VOTE IN PERSON AT THE 2006
ANNUAL MEETING. IF ANY SHAREHOLDER GIVES PROPER NOTICE AT THE 2006 ANNUAL
MEETING OF HIS OR HER INTENTION TO CUMULATE VOTES IN THE ELECTION OF
DIRECTORS, THE PROXY HOLDER WILL HAVE THE FULL DISCRETION AND AUTHORITY
TO VOTE CUMULATIVELY EXCEPT TO THE EXTENT DESCRIBED IN THE "VOTING AND
PROXY" SECTION OF THE PROXY STATEMENT.
2. To consider and vote upon a proposal to approve an amendment to the
Company's Articles of Incorporation to increase the Company's number of
authorized shares of common stock from 15 billion shares to 50 billion
shares.
O FOR approval O AGAINST approval O ABSTAIN
3. To consider and vote upon a proposal to ratify the appointment of Hurley
& Company as independent certified public accountants of the Company for
the year ending September 30, 2006.
O FOR approval O AGAINST approval O ABSTAIN
4. To vote in his or her discretion on such other business as may properly
come before the meeting, or any adjournment or adjournments thereof.
<page>1
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE PROPOSALS INDICATED AND IN ACCORDANCE WITH THE DISCRETION OF THE
PROXY HOLDER ON ANY OTHER BUSINESS. ALL OTHER PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED IN CONNECTION WITH THE ACTIONS PROPOSED ON THIS PROXY CARD ARE
HEREBY EXPRESSLY REVOKED. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
VOTED BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY ISSUANCE OF A
SUBSEQUENT PROXY OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
Please mark, date, sign and return this proxy promptly in the enclosed
envelope. When shares are held by joint tenants, both should sign. When signing
as attorney, as 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 authorized person.
DATED:___________________________________________
_________________________________________________
(Signature of Shareholder(s))
_________________________________________________
(Print Name(s) Here)
O PLEASE CHECK IF YOU ARE PLANNING
TO ATTEND THE 2006 ANNUAL MEETING.
<page>2