SCHEDULE 14-A 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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Energy Services Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
[ ] 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:
Energy Services Acquisition Corp.
2450 First Avenue
Huntington, West Virginia 25703
March 19, 2007
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
Energy Services Acquisition Corp. The Annual Meeting will be held at the Pullman
Plaza Hotel, 1001 Third Avenue, Huntington, West Virginia 25701 at 10:00 a.m.,
local time, on April 23, 2007.
The enclosed Notice of the Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting we will also report on the operations of Energy Services Acquisition
Corp. Directors and officers will be present to respond to any questions that
stockholders may have. Also enclosed for your review is our Annual Report to
Stockholders, which contains detailed information concerning our activities and
operating performance.
The business to be conducted at the Annual Meeting consists of the election
of five (5) directors to the Board of Directors, and the ratification of the
appointment of Castaing Hussey & Lolan, LLC as our independent registered public
accounting firm for the fiscal year ending September 30, 2007. The Board of
Directors has determined that the matters to be considered at the Annual Meeting
are in the best interests of Energy Services Acquisition Corp. and our
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors recommends a vote "FOR" the election of directors and "FOR" the
ratification of Castaing Hussey & Lolan, LLC as our independent registered
public accounting firm for the 2007 fiscal year.
On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card as soon as possible, even if you currently plan to
attend the Annual Meeting. This will not prevent you from voting in person, but
will assure that your vote is counted if you are unable to attend the Annual
Meeting. Your vote is important, regardless of the number of shares that you
own.
Sincerely,
/s/ Marshall T. Reynolds
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Marshall T. Reynolds
Chairman and Chief Executive Officer
Energy Services Acquisition Corp.
2450 First Avenue
Huntington, West Virginia 25703
(304) 528-2791
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 23, 2007
Notice is hereby given that the Annual Meeting of Stockholders of
Energy Services Acquisition Corp. will be held at the Pullman Plaza Hotel, 1001
Third Avenue, Huntington, West Virginia 25701 at 10:00 a.m., local time, on
April 23, 2007.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is being held for the purpose of considering and
acting upon:
1. the election of five (5) directors to the Board of Directors;
2. the ratification of the appointment of Castaing Hussey & Lolan, LLC as
our independent registered public accounting firm for the fiscal year
ending September 30, 2007; and
such other matters as may properly come before the Annual Meeting or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above or on any date or dates to which the Annual Meeting may
be adjourned. Stockholders of record at the close of business on March 12, 2007
are the stockholders entitled to vote at the Annual Meeting and any adjournments
thereof.
A list of stockholders entitled to vote at the Annual Meeting will be
available at our main office located at 2450 First Avenue, Huntington, West
Virginia 25703 for a period of ten days prior to the Annual Meeting and will
also be available for inspection at the Annual Meeting.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE CORPORATE SECRETARY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER FOR YOU TO VOTE IN PERSON AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Marshall T. Reynolds
--------------------------
Marshall T. Reynolds
Huntington, West Virginia Corporate Secretary
March 19, 2007
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE ENERGY SERVICES ACQUISITION
CORP. THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES.
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PROXY STATEMENT
Energy Services Acquisition Corp.
2450 First Avenue
Huntington, West Virginia 25703
(304) 528-2791
ANNUAL MEETING OF STOCKHOLDERS
April 23, 2007
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Energy Services Acquisition Corp.
to be used at the Annual Meeting of Stockholders, which will be held at the
Pullman Plaza Hotel, 1001 Third Avenue, Huntington, West Virginia 25701 on April
23, 2007, at 10:00 a.m., local time, and all adjournments of the Annual Meeting.
The accompanying Notice of Annual Meeting of Stockholders and this Proxy
Statement are first being mailed to stockholders on or about March 19, 2007.
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REVOCATION OF PROXIES
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Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors will
be voted in accordance with the directions given thereon. Where no instructions
are indicated, validly executed proxies will be voted "FOR" the proposals set
forth in this Proxy Statement for consideration at the Annual Meeting.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
Proxies may be revoked by sending written notice of revocation to our
Corporate Secretary at the address shown above, delivering to us a duly executed
proxy bearing a later date, or attending the Annual Meeting and voting in
person. However, if you are a stockholder whose shares are not registered in
your own name, you will need appropriate documentation from your record holder
to vote personally at the Annual Meeting. The presence at the Annual Meeting of
any stockholder who had returned a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Annual Meeting or
delivers a written revocation to our Corporate Secretary prior to the voting of
such proxy.
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VOTING SECURITIES AND VOTING PROCEDURES
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Holders of record of our common stock, par value $0.0001 per share, as of
the close of business on March 12, 2007 are entitled to one vote for each share
then held, except as described below. As of the record date, we had 10,750,000
shares outstanding and entitled to vote. The presence in person or by proxy of a
majority of the outstanding shares of common stock entitled to vote is necessary
to constitute a quorum at the Annual Meeting. Broker non-votes and proxies
marked ABSTAIN will be counted for purposes of determining whether a quorum is
present. In the event there are not sufficient votes for a quorum, or to approve
or ratify any matter being presented at the time of the Annual Meeting, the
Annual Meeting may be adjourned in order to permit the further solicitation of
proxies.
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the five (5)
nominees proposed by the nominating committee of the Board of Directors or to
WITHHOLD AUTHORITY to vote for one or more of the nominees being proposed.
Directors are elected by a plurality of votes cast, without regard to either
broker non-votes or proxies as to which the authority to vote for the nominees
being proposed is withheld. Each share of common stock is entitled to one vote.
As to the ratification of the appointment of the independent registered
public accounting firm, the proxy card being provided by the Board of Directors
enables a stockholder to: (i) vote FOR the proposal; (ii) vote AGAINST the
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proposal; or (iii) ABSTAIN from voting on the proposal. The ratification of the
appointment of the independent registered public accounting firm must be
approved by the affirmative vote of a majority of the votes cast without regard
to broker non-votes or proxies marked ABSTAIN.
Proxies solicited hereby will be returned to us and will be tabulated by an
inspector of election designated by the Board of Directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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Persons and groups who beneficially own in excess of five percent of our
common stock are required to file certain reports with the Securities and
Exchange Commission regarding such ownership. The following table sets forth, as
of the record date, the shares of common stock beneficially owned by each person
who was the beneficial owner of more than five percent of our outstanding shares
of common stock, as well as the shares owned by our directors and executive
officers as a group.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership(1) Outstanding
All Directors and Executive Officers 2,045,000 19.0%
as a Group (5 persons)
Principal Stockholders:
Marshall T. Reynolds 862,500 8.0%
2450 First Avenue,
Huntington, West Virginia 25703
Edsel R. Burns 537,500 5.0%
2450 First Avenue,
Huntington, West Virginia 25703
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(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner for purposes of this table of
any shares of common stock if he has sole or shared voting or investment
power with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the date as of which beneficial
ownership is being determined. As used herein, "voting power" is the power
to vote or direct the voting of shares and "investment power" is the power
to dispose or direct the disposition of shares. Includes all shares held
directly as well as by spouses and minor children, in trust and other
indirect ownership, over which shares the named individuals effectively
exercise sole or shared voting and investment power. Beneficially owned
shares do not include any warrants which are exercisable only upon the
later of August 29, 2007 or the successful completion of a business
combination.
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PROPOSAL 1--ELECTION OF DIRECTORS
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Our Board of Directors currently is composed of five members. Under our
bylaws, all of our directors are to be elected annually. Directors are generally
elected to serve for a one-year period and until their respective successors
have been elected and shall qualify. The independent members of the Board of
Directors has nominated to serve as directors each of the nominees listed in the
table below, each of whom is currently a member of the Board of Directors and
each of whom has been nominated to serve for a one-year period and until his
successor has been elected and shall qualify.
The table below sets forth certain information regarding the composition of
our Board of Directors, including the terms of office of board members. It is
intended that the proxies solicited on behalf of the Board of Directors (other
than proxies in which the vote is withheld as to one or more nominees) will be
voted at the Annual Meeting for the election of the nominees identified below.
If the nominee is unable to serve, the shares represented by all such proxies
will be voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why any of
the nominees might be unable to serve, if elected. Except as indicated herein,
there are no arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected.
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Shares of Common
Current Stock Beneficially
Director Term to Owned on Record Percent
Names and Address (1) Age(2) Positions Held Since Expire Date (3) of Class
Directors/Nominees:
Marshall T. Reynolds 70 Chairman, Chief 2006 2007 862,500 8.0%
Executive Officer and
Corporate Secretary
Jack M. Reynolds 42 Director, President and 2006 2007 430,000 4.0
Chief Financial Officer
Edsel R. Burns 56 Director 2006 2007 537,500 5.0
Neal W. Scaggs 70 Director 2006 2007 107,500 1.0
Joseph L. Williams 61 Director 2006 2007 107,500 1.0
All Directors and Executive 2,045,000 19.0%
Officers as a Group (5 persons) =========
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(1) The mailing address for each person listed is 2450 First Avenue,
Huntington, West Virginia 25703.
(2) As of March 12, 2007.
(3) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner for purposes of this table of
any shares of common stock if he has sole or shared voting or investment
power with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the date as of which beneficial
ownership is being determined. As used herein, "voting power" is the power
to vote or direct the voting of shares and "investment power" is the power
to dispose or direct the disposition of shares. Includes all shares held
directly as well as by spouses and minor children, in trust and other
indirect ownership, over which shares the named individuals effectively
exercise sole or shared voting and investment power. Beneficially owned
shares do not include any warrants which are exercisable only upon the
later of August 29, 2007 or the successful completion of a business
combination.
Directors and Executive Officers
The principal occupation during the past five years of each director
and executive officer is set forth below. All directors and executive officers
have held their present positions since our inception unless otherwise stated.
Marshall T. Reynolds has served as Chairman of the Board of Directors since
our inception. Mr. Reynolds has served as Chief Executive Officer and Chairman
of the Board Directors of Champion Industries, Inc., a commercial printer,
business form manufacturer and supplier of office products and furniture, from
1992 to the present, and sole stockholder from 1972 to 1993; President and
General Manager of The Harrah & Reynolds Corporation, from 1964 (and sole
stockholder since 1972) to present; Chairman of the Board of Directors of Portec
Rail Products, Inc.; Chairman of the Board of Directors of the Radisson Hotel in
Huntington, West Virginia; and Chairman of the Board of Directors of McCorkle
Machine and Engineering Company in Huntington, West Virginia. Mr. Reynolds also
serves as a Director of the Abigail Adams National Bancorp, Inc. in Washington,
D.C.; Chairman of the Board of Directors of First Guaranty Bank in Hammond,
Louisiana; and Chairman of the Board of Directors of Premier Financial Bancorp,
Inc. in Huntington, West Virginia. Mr. Reynolds is the father of Jack Reynolds.
Jack M. Reynolds has served as President, Chief Financial Officer and a
member of our Board of Directors since our inception. Mr. Reynolds has been a
Vice President of Pritchard Electric Company since 1998. Pritchard is an
electrical contractor providing electrical services to both utility companies as
well as private industries. Mr. Reynolds also serves as a Director of Citizens
Deposit Bank of Vanceburg, Kentucky.
Edsel R. Burns has been a Director since our inception. Mr. Burns has been
President and Chief Executive Officer of C. J. Hughes Construction Company, Inc.
from September of 2002 to the present. C. J. Hughes is an underground utility
construction company specializing in gas and water line replacement as well as
utility environmental issues. From January 2002 to September of 2002, Mr. Burns
was self-employed as an independent financial consultant to banks. From June of
2001 to December 2001, Mr. Burns was the Chief Financial Officer for Genesis
Health Systems, a holding company for a collaborative group of three hospitals,
two in Huntington, West Virginia and one in Point Pleasant, West Virginia. Mr.
Burns is a Certified Public Accountant and is a member of the American Institute
of Certified Public Accountants as well as the West Virginia and Ohio societies
of CPAs. He also is on the Board of Directors of Premier Financial Bancorp, Inc.
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Neal W. Scaggs has been a Director since our inception. Mr. Scaggs has been
president of Basiden Brothers, Inc. (retail and wholesale hardware) from 1963 to
the present. Mr. Scaggs is on the Boards of Directors of Premier Financial
Bancorp, Inc., Champion Industries, Inc. and Portec Rail Products, Inc.
Joseph L. Williams has been a Director since our inception. Mr. Williams is
the Chairman and Chief Executive Officer of Basic Supply Company, Inc., which he
founded in 1977. Mr. Williams was one of the organizers and is a Director of
First Sentry Bank, Huntington, West Virginia. Mr. Williams also serves as a
Director of Abigail Adams National Bancorp, Inc., in Washington, D.C. Mr.
Williams is also a Director of Consolidated Bank & Trust Co., in Richmond,
Virginia. Mr. Williams is a member of the West Virginia Governor's Workforce
Investment Council. He is a former Director of Unlimited Future, Inc. (a small
business incubator) and a former Member of the National Advisory Council of the
U.S. Small Business Administration. Mr. Williams is a former Mayor and City
Councilman of the City of Huntington, West Virginia. He is a graduate of
Marshall University with a degree in finance and is a member of its
Institutional Board of Governors.
Board Independence
The Board of Directors consists of a majority of "independent directors"
within the meaning of the American Stock Exchange corporate governance listing
standards. The Board of Directors has determined that Messrs. Burns, Scaggs and
Williams are "independent directors" within the meaning of such standards.
The Board of Directors has adopted a policy that the independent directors
of the Board of Directors shall meet in executive sessions periodically, which
meetings may be held in conjunction with regularly scheduled board meetings.
Four executive sessions were held during the fiscal year ended September 30,
2006.
Section 16(a) Beneficial Ownership Reporting Compliance
Our common stock is registered with the Securities and Exchange Commission
pursuant to Section 12(b) of the Securities Exchange Act of 1934. The officers
and directors and beneficial owners of greater than 10% of our common stock are
required to file reports on Forms 3, 4 and 5 with the Securities and Exchange
Commission disclosing beneficial ownership and changes in beneficial ownership
of the common stock. Securities and Exchange Commission rules require disclosure
in our Proxy Statement or Annual Report on Form 10-K of the failure of an
officer, director or 10% beneficial owner of our common stock to file a Form 3,
4 or 5 on a timely basis. Based on our review of ownership reports required to
be filed for the fiscal year ended September 30, 2006, all of our directors,
officers and owners of more than 10% of our common stock filed these reports on
a timely basis.
Meetings of the Board of Directors
Beginning in February of 2007, the Board of Directors meets monthly or more
often as may be necessary. In fiscal 2006, the Board of Directors held four
special meetings. No director attended fewer than 75% in the aggregate of the
total number of board meetings held. All directors serving on our committees
attended more than 75% of the total number of committee meetings on which they
served during fiscal 2006. Although not required, attendance of Board members at
the Annual Meeting of Stockholders is encouraged. The 2007 Annual Meeting of
Stockholders is our first annual meeting.
Board Committees
The Board of Directors has an audit committee. The Board of Directors has
adopted a charter for this committee, which is attached as Appendix A to this
proxy statement.
Audit Committee. The audit committee consists of Messrs. Burns, Scaggs, and
Williams with Mr. Burns acting as chairman of the committee. The audit committee
met four times during the fiscal year ended September 30, 2006. The independent
directors appointed to the audit committee are independent members of the board
of directors, as defined by Securities and Exchange Commission rules and the
American Stock Exchange corporate governance listing standards. Each member of
the audit committee is financially literate, and the Board of Directors has
determined that Mr. Burns qualifies as an audit committee financial expert, as
such term is defined by Securities and Exchange Commission rules.
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The audit committee reviews the professional services and independence of
our independent registered public accounting firm and our accounts, procedures
and internal controls. The audit committee also recommends the firm selected to
be our independent registered public accounting firm, reviews and approves the
scope of the annual audit, reviews and evaluates with the independent public
accounting firm our annual audit and annual consolidated financial statements,
reviews with management the status of internal accounting controls, evaluates
problem areas having a potential financial impact on us that are brought to the
committee's attention by management, the independent registered public
accounting firm or the board of directors, and evaluates all of our public
financial reporting documents.
Audit Committee Report
In accordance with rules established by the Securities and Exchange
Commission, the audit committee has prepared the following report for inclusion
in this proxy statement:
As part of its ongoing activities, the audit committee has:
o reviewed and discussed with management and the independent registered
public accounting firm our audited consolidated financial statements
for the fiscal year ended September 30, 2006;
o discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards
No. 61, Communications with Audit Committees, as amended; and
o received the written disclosures and the letter from the independent
registered public accounting firm required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees,
and has discussed with the independent registered public accounting
firm their independence.
Based on the review and discussions referred to above, the audit committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in our Annual Report on Form 10-K for the fiscal year
ended September 30, 2006. In addition, the Audit Committee appointed Castaing
Hussey & Lolan, LLC as our independent registered public accounting firm for the
fiscal year ending September 30, 2007, subject to the ratification of this
appointment by the stockholders.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that we specifically incorporate this
information by reference, and shall not otherwise be deemed filed under such
Acts.
This report has been provided by the Audit Committee:
Edsel R. Burns
Neal W. Scaggs
Joseph L. Williams
Other Committees. The Board has determined that the independent members of
the Board of Directors will perform the duties of the nominating committee and
the compensation committee of the Board of Directors. As a result, the
independent directors will (i) identify individuals qualified to become members
of the Board of Directors and recommend to the Board of Directors the nominees
for election to the Board of Directors, (ii) recommend director nominees for
each committee to the Board of Directors, (iii) identify individuals to fill any
vacancies on the Board of Directors, (iv) discharge the Board of Directors'
responsibilities relating to compensation of our directors and officers and (v)
review and recommend to the Board of Directors, compensation plans, policies and
benefit programs, as well as approve chief executive officer compensation.
The independent directors of the Board identify nominees by first
evaluating the current members of the Board of Directors willing to continue in
service. Current members of the Board of Directors with skills and experience
that are relevant to our business and who are willing to continue in service are
first considered for re-nomination, balancing the value of continuity of service
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by existing members of the Board of Directors with that of obtaining a new
perspective. If any member of the Board of Directors does not wish to continue
in service, or if the Board decides not to re-nominate a member for re-election,
or if the size of the Board of Directors is increased, the independent directors
would solicit suggestions for director candidates from all board members. The
independent directors would seek to identify a candidate who at a minimum
satisfies the following criteria:
o has the highest personal and professional ethics and integrity and
whose values are compatible with ours;
o has experiences and achievements that have given him or her the
ability to exercise and develop good business judgment;
o is willing to devote the necessary time to the work of the Board of
Directors and its committees, which includes being available for board
and committee meetings;
o is familiar with the communities in which we operate and/or is
actively engaged in community activities;
o is involved in other activities or interests that do not create a
conflict with his or her responsibilities to us and our stockholders;
and
o has the capacity and desire to represent the balanced, best interests
of our stockholders as a group, and not primarily a special interest
group or constituency.
The independent directors will also take into account whether a candidate
satisfies the criteria for "independence" under Securities and Exchange
Commission rules and the American Stock Exchange and, if a nominee is sought for
service on the audit committee, the financial and accounting expertise of a
candidate, including whether an individual qualifies as an "audit committee
financial expert."
Procedures for the Nomination of Directors by Stockholders
The Board of Directors has adopted procedures for the submission of
director nominees by stockholders. If a determination is made that an additional
candidate is needed for the Board of Directors, the independent members of the
Board of Directors will consider candidates submitted by our stockholders.
Stockholders can submit the names of qualified candidates for director by
writing to our Corporate Secretary at 2450 First Avenue, Huntington, West
Virginia 25703. The Corporate Secretary must receive a submission not less than
forty-five (45) days prior to the date of our proxy materials for the preceding
year's annual meeting. The submission must include the following information:
o a statement that the writer is a stockholder and is proposing a
candidate for consideration by our independent directors;
o the name and address of the stockholder as they appear on the our
books and number of shares of our common stock that are owned
beneficially by such stockholder (if the stockholder is not a holder
of record, appropriate evidence of the stockholder's ownership will be
required);
o the name, address and contact information for the candidate, and the
number of shares of our common stock that are owned by the candidate
(if the candidate is not a holder of record, appropriate evidence of
the stockholder's ownership should be provided);
o a statement of the candidate's business and educational experience;
o such other information regarding the candidate as would be required to
be included in the proxy statement pursuant to Securities and Exchange
Commission Regulation 14A;
o a statement detailing any relationship between the candidate and
Energy Services Acquisition Corp.;
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o a statement detailing any relationship between the candidate and any
customer, supplier or competitor of Energy Services Acquisition Corp.;
o detailed information about any relationship or understanding between
the proposing stockholder and the candidate; and
o a statement that the candidate is willing to be considered and willing
to serve as a director if nominated and elected.
A nomination submitted by a stockholder for presentation by the stockholder
at an annual meeting of stockholders will also need to comply with any
additional procedural and informational requirements adopted in the future.
Stockholder Communications with the Board
A stockholder who wants to communicate with the Board of Directors or with
any individual director can write to the Corporate Secretary at 2450 First
Avenue, Huntington, West Virginia 25703, Attention: Corporate Secretary. The
letter should indicate that the author is a stockholder and if shares are not
held of record, should include appropriate evidence of stock ownership.
Depending on the subject matter, management will:
o forward the communication to the director or directors to whom it is
addressed;
o attempt to handle the inquiry directly, i.e. where it is a request for
information about us or it is a stock-related matter; or
o not forward the communication if it is primarily commercial in nature,
relates to an improper or irrelevant topic, or is unduly hostile,
threatening, illegal or otherwise inappropriate.
At each board meeting, management shall present a summary of all
communications received since the last meeting that were not forwarded and make
those communications available to the directors.
Compensation Committee Interlocks and Insider Participation
The compensation committee is comprised of our independent directors. Under
the board's policies, Mr. Marshall Reynolds, Mr. Jack Reynolds, and any other
director who is also an executive officer, will not participate in the Board of
Directors' determination of compensation for their respective offices in the
future if compensation is given to executive officers.
Report of the Compensation Committee on Executive Compensation
As of the end of fiscal 2006, no compensation has been paid to any
executive officer. Consequently, the independent members of the Board of
Directors have not met in their capacity as the Compensation Committee and have
not formulated any policies on executive compensation. If we offer compensation
in the future to our executive officers, including our Chief Executive Officer,
we will adopt standards and policies to govern compensation.
Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions. The Code of Ethics was previously filed
as an exhibit to our Registration Statement on Form S-1. A copy of the Code will
be furnished without charge upon written request to the Corporate Secretary,
Energy Services Acquisition Corp., 2450 First Avenue, Huntington, West Virginia.
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Stock Performance Graph
The following graph demonstrates a comparison of total cumulative returns
for our common stock, the S&P 500 Index and the Russell 2000 Index. The graph
assumes an investment of $100 in our common stock at the close of business on
October 3, 2006, the first day our common stock began trading on the American
Stock Exchange and in each of the stocks comprising the indices. Each of the
indices assumes that all dividends were reinvested and that the investment was
maintained to and including December 29, 2006, the end of the calendar year.
There can be no assurance that our common stock's performance will continue in
the future with the same or similar trend depicted in the graph.
[Performance Graph Omitted]
10/3/2006 10/31/2006 11/30/2006 12/29/2006
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
ESA 100.00 100.40 101.10 101.50
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
S&P 500 Index 100.00 103.30 105.00 106.30
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Russell 2000 Index 100.00 106.80 109.40 109.60
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Director and Executive Compensation
No executive officer or director has received any cash compensation for
services rendered. Commencing on August 30, 2006 through the acquisition of a
target business, we will pay Chapman Printing Co., an entity associated with and
owned in part by Marshall T. Reynolds, up to $5,000 per month for reimbursable
expenses (such as administrative expenses, postage and telephone expenses) at
cost. However, this arrangement is solely for our benefit and is not intended to
provide Marshall T. Reynolds compensation in lieu of a salary.
Other than this expense reimbursement, no compensation of any kind,
including finder's and consulting fees, will be paid to any of our initial
stockholders, officers or directors, or any of their respective affiliates, for
services rendered prior to or in connection with a business combination.
However, our initial stockholders will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by
anyone other than the Board of Directors, which includes persons who may seek
8
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reimbursement, or a court of competent jurisdiction if such reimbursement is
challenged. If none of our directors are deemed "independent," we will not have
the benefit of independent directors examining the propriety of expenses
incurred on our behalf and subject to reimbursement. Our current management may
only be able to remain with the combined company after the consummation of a
business combination if they are able to negotiate mutually agreeable employment
terms as part of any such combination, which terms would be disclosed to
stockholders in any proxy statement relating to such transaction. The financial
interest of our officers and directors, including any compensation arrangements,
could influence their motivation in selecting, negotiating and structuring a
transaction with a target business, and thus, there may be a conflict of
interest when determining whether a particular business combination is in the
stockholder's best interest.
Certain Relationships and Related Transactions
As of August 30, 2006, we issued 2,150,000 shares of our common stock to
the parties set forth below for $25,000 in cash, as follows:
Name Number of Shares Relationship to Us
Marshall T. Reynolds............ 537,500 Chairman of the Board,
Chief Executive Officer
and Secretary
Jack M. Reynolds................ 430,000 Director, President and
Chief Financial Officer
Edsel R. Burns.................. 537,500 Director
Neal W. Scaggs.................. 107,500 Director
Joseph L. Williams.............. 107,500 Director
Douglas Reynolds................ 430,000 (1)
- ----------------
(1) Douglas Reynolds is the son of Marshall T. Reynolds and the brother of Jack
M. Reynolds.
The holders of the majority of these shares may request that we register
these shares pursuant to an agreement signed on September 6, 2006. We will use
our best efforts to prepare and file such registration statement, although we
are not obligated to do so. The holders of the majority of these shares may
elect to exercise these registration rights at any time after the date on which
these shares of common stock are released from escrow. In addition, these
stockholders may request certain "piggy-back" registration rights on
registration statements filed subsequent to the date on which these shares of
common stock are released from escrow. We will use our best efforts to prepare
and file such registration statements although we are not obligated to do so. We
will bear the expenses incurred in connection with the filing of any such
registration statements.
Our five directors as well as Douglas Reynolds and as agreed with Ferris,
Baker Watts, Incorporated, purchased in the aggregate 3,076,923 warrants in a
private placement that occurred prior to our initial public offering at a price
of $0.65 per warrant. In no event shall we be obligated to settle these
warrants, in whole or in part, for cash. Therefore any and all such warrants can
expire unexercised or unredeemed. The initial stockholders have agreed that to
the extent any of them are warrantholders they have no rights to participate in
any liquidation distribution occurring upon our failure to consummate a business
combination, but only with respect to those shares of common stock acquired by
them prior to our initial public offering, and the 3,076,923 warrants included
in the private placement, therefore, they will participate in any liquidation
distribution with respect to any shares of common stock acquired in connection
with or following our initial public offering. In addition, in connection with
the vote required for any initial business combination, all of our existing
stockholders, including all of our officers and directors, have agreed to vote
all of the shares of common stock owned by them, including those acquired in the
private placement, or during or after our initial public offering, in accordance
with the majority of the shares of common stock voted by the public
stockholders.
Chapman Printing Co., an entity associated with, and owned in part by,
Marshall T. Reynolds agreed that, commencing on August 30, 2006 through the
acquisition of a target business, it will make available to us certain limited
administrative, technology and secretarial services, as well as the use of
certain limited office space, including a conference room, in Huntington, West
Virginia, as we may require from time to time. We have agreed to pay Chapman
Printing Co. up to $5,000 per month for reimbursable expenses. Marshall T.
Reynolds is a part owner of Chapman Printing Co.
9
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However, this arrangement is solely for our benefit and is not intended to
provide Marshall T. Reynolds compensation in lieu of a salary. However, if our
directors are not deemed "independent," we will not have had the benefit of
disinterested directors approving this transaction.
Marshall T. Reynolds has advanced a total of $150,000, on a non-interest
bearing basis, to us as of September 30, 2006 for working capital purposes.
We will reimburse out officers and directors for any reasonable
out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target
businesses and business combinations. There is no limit on the amount of
accountable out-of-pocket expenses reimbursable by us, which will be reviewed
only by our Board or a court of competent jurisdiction if such reimbursement is
challenged.
Other than the payment of up to $5,000 per-month for reimbursable
out-of-pocket expenses (such as administrative expenses, postage and telephone
expenses) at cost payable to Chapman Printing Co., no compensation or fees of
any kind, including finder's and consulting fees, will be paid to any of our
initial stockholders, officers or directors who owned our common stock prior to
our initial public offering, or to any of our respective affiliates for services
rendered to us prior to or with respect to the business combination.
Marshall T. Reynolds is deemed to be our "promoter" as such term is defined
under the Federal securities laws.
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PROPOSAL 2--RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
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The audit committee has approved the appointment of Castaing Hussey &
Lolan, LLC to be our independent registered public accounting firm for the 2007
fiscal year, subject to the ratification of the appointment by our stockholders.
At the Annual Meeting, stockholders will consider and vote on the ratification
of the appointment of Castaing Hussey & Lolan, LLC for the fiscal year ending
September 30, 2007. A representative of Castaing Hussey & Lolan, LLC is expected
to attend the Annual Meeting to respond to appropriate questions and to make a
statement if he so desires. The following is a summary of fees paid or to be
paid to Castaing Hussey & Lolan, LLC for services rendered.
Audit Fees
During the fiscal year ended September 30, 2006, we paid our independent
registered public accounting firm $42,966 for the services they performed in
connection with our initial public offering, including the financial statements
included in the Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 18, 2006. Additionally, we expect to pay our
independent registered public accounting firm $6,860 for the services they have
performed in connection with the audit of our financial statements included in
our Annual Report.
Audit-Related Fees
During fiscal 2006, except as described above, our independent registered
public accounting firm did not render any audit assurance and related services
reasonably related to the performance of the audit or review of financial
statements.
Tax Fees
During fiscal 2006, our independent registered public accounting firm did
not render services to us for tax compliance, tax advice and tax planning.
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All Other Fees
During fiscal 2006, there were no fees billed for products and services
provided by our independent registered public accounting firm other than those
set forth above.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Registered Public Accounting Firm
Since the audit committee was not formed until April 2006, the audit
committee did not pre-approve all of the foregoing services although any
services rendered prior to the formation of the audit committee were approved by
our Board of Directors. Since the formation of our audit committee and on a
going-forward basis, in accordance with Section 10A(i) of the Securities
Exchange Act of 1934, before we engage our independent registered public
accounting firm to render audit or non-audit services, the engagement has been
and will be approved by the audit committee.
In order to ratify the appointment of Castaing Hussey & Lolan, LLC as the
independent registered public accounting firm for the 2007 fiscal year, the
proposal must receive the affirmative vote of a majority of the shares
represented at the Annual Meeting and entitled to vote. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF CASTAING HUSSEY&
LOLAN, LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2007
FISCAL YEAR.
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STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting must be received at our executive office located at 2450 First
Avenue, Huntington, West Virginia 25703, no later than November 12, 2007. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934.
Advance Notice of Business to be Conducted at an Annual Meeting
Our bylaws provide an advance notice procedure for business, or nominations
to the Board of Directors, to be brought before an annual meeting of
stockholders. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board of Directors, a
stockholder's notice must be delivered to or mailed and received at our
principal executive offices not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided, however, that in the event that less
than seventy (70) days notice or prior public disclosure of the date of the
annual meeting is given or made to stockholders, notice by a stockholder, to be
timely, must be received no later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the Secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, and (ii) any material
interest of the stockholder in such business, and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder and (ii)
the class, series and number of shares of our capital stock which are
beneficially owned by the stockholder. In the case of nominations to the Board
of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require us to include in our proxy
statement and proxy relating to an annual meeting any stockholder proposal that
does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission in effect at the time such proposal is
received.
Accordingly, advance written notice for business to be brought before the
next annual meeting must be given to us no later than February 21, 2008 assuming
next year's annual meeting is held on April 21, 2008. If notice is received
after that date, it will be considered untimely, and we will not be required to
present the matter at the meeting.
11
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in this Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment. The
Board of Directors intends to exercise its discretionary authority to the
fullest extent permitted under the Securities Exchange Act of 1934.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of solicitation of proxies in the form enclosed herewith will be
borne by Energy Services Acquisition Corp. Proxies also may be solicited
personally or by mail, telephone or telegraph by our directors, officers and
employees, without additional compensation therefor. We also will request
persons, firms and corporations holding shares in their names, or in the names
of their nominees which are beneficially owned by others, to send proxy
materials to and to obtain proxies from such beneficial owners, and will
reimburse such holders for their reasonable expenses in doing so.
ADDITIONAL COPIES OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
SEPTEMBER 30, 2006 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO EDSEL R. BURNS, ENERGY
SERVICES ACQUISITION CORP., 2450 FIRST AVENUE, HUNTINGTON, WEST VIRGINIA 25703,
OR CALL (304) 528-2791.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Marshall T. Reynolds
-------------------------
Marshall T. Reynolds
Corporate Secretary
Huntington, West Virginia
March 19, 2007
<page>
APPENDIX A
ENERGY SERVICES ACQUISITION CORP.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The board of directors (the "Board") of Energy Services Acquisition Corp.
(the "Company") hereby establishes the Audit Committee of the Board with the
following purpose, authority, powers, duties and responsibilities.
Purpose
The purpose of the Audit Committee is to represent and assist the board of
directors (the "Board") of Energy Services Acquisition Corp. (the "Company") in
its general oversight of the Company's accounting and financial reporting
processes, audits of the financial statements, and internal control and audit
functions. Management is responsible for (1) the preparation, presentation and
integrity of the company's financial statements; (2) accounting and financial
reporting principles; and (3) the company's internal controls and procedures
designed to promote compliance with accounting standards and applicable laws and
regulations. The Company's independent registered public accounting firm is
responsible for performing an independent audit of the consolidated financial
statements in accordance with generally accepted auditing standards in the
United States ("GAAP").
The Audit Committee members are not professional accountants or auditors
and their functions are not intended to duplicate or to certify the activities
of management and the independent registered public accounting firm, nor can the
Audit Committee certify that the independent registered public accounting firm
is "independent" under applicable rules. The Audit Committee serves a board
level oversight role where it oversees the relationship with the independent
registered public accounting firm, as set forth in this charter, receives
information and provides advice, counsel and general direction, as it deems
appropriate, to management and the auditors, taking into account the information
it receives, discussions with the auditor, and the experience of the Committee's
members in business, financial and accounting matters.
Membership and Structure
The Audit Committee is comprised of at least three directors determined by
the Board. At least one member of the Audit Committee must be financially
sophisticated, as determined by the Board, and no Audit Committee member may
have participated in the preparation of the financial statements of the company
or any of the company's current subsidiaries at any time during the past three
years. Appointment to the Audit Committee and the designation of any Audit
Committee members as "audit committee financial experts" shall be made on an
annual basis by the full Board.
Meetings of the Audit Committee shall be held at such times and places as
the Audit Committee shall determine, including by written consent. When
necessary, the Audit Committee shall meet in executive session outside of the
presence of any senior officer of the company. The Chair of the Audit Committee
shall report on activities of the Audit Committee to the full Board.
In fulfilling its responsibilities the Audit Committee shall have authority
to delegate its authority to subcommittees, in each case to the extent permitted
by applicable law.
Responsibilities
The Audit Committee:
o is directly responsible for the appointment, replacement,
compensation, and oversight of the work of the independent registered
public accounting firm. The independent registered public accounting
firm shall report directly to the Audit Committee.
o obtains and reviews annually a report by the independent registered
public accounting firm describing the firm's internal quality-control
procedures, any material issues raised by the most recent internal
quality-control review or by any inquiry or investigation by
governmental or professional authorities, and any steps taken to deal
with any such issues.
A-1
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o reviews and discusses with the independent registered public
accounting firm the written statement from the independent registered
public accounting firm concerning any relationship between the auditor
and the company or any other relationships that may adversely affect
the independence of the auditor, and, based on such review, assesses
the independence of the auditor.
o establishes policies and procedures for the review and pre-approval by
the Audit Committee of all auditing services and permissible non-audit
services (including the fees and terms thereof) to be performed by the
independent registered public accounting firm.
o reviews and discusses with the independent registered public
accounting firm: (a) its audit plans, and audit procedures, including
the scope, fees and timing of the audit; (b) the results of the annual
audit examination and accompanying management letters; and (c) the
results of the independent registered public accounting firm's
procedures with respect to interim periods.
o reviews and discusses reports from the independent registered public
accounting firm on (a) all critical accounting policies and practices
used by the company, (b) alternative accounting treatments within GAAP
related to material items that have been discussed with management,
including the ramifications of the use of the alternative treatments
and the treatment preferred by the independent registered public
accounting firm, and (c) other material written communications between
the independent registered public accounting firm and management.
o reviews and discusses with the independent registered public
accounting firm the independent registered public accounting firm's
judgments as to the quality, not just the acceptability, of the
company's accounting principles and such further matters as the
independent registered public accounting firm presents the Committee
under generally accepted auditing standards.
o discusses with the Company's officers and the independent registered
public accounting firm quarterly earnings press releases, including
the interim financial information and other disclosures included
therein, reviews the year-end audited financial statements and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, if deemed appropriate, recommends to the
Board of Directors that the audited financial statements be included
in the Company's Annual Report on Form 10-K for the year.
o reviews and discusses with the Company's officers and the independent
registered public accounting firm various topics and events that may
have significant financial impact on the company or that are the
subject of discussions between the Company's officers and the
independent registered public accounting firm.
o reviews and discusses with the Company's officers the Company's major
financial risk exposures and the steps the Company's officers have
taken to monitor and control such exposures.
o reviews and approves related-party transactions.
o reviews and discusses with the independent registered public
accounting firm, and the Company's officers: (a) the adequacy and
effectiveness of the company's internal controls (including any
significant deficiencies and significant changes in internal controls
reported to the Committee by the independent registered public
accounting firm or management; (b) the company's internal audit
procedures; and (c) the adequacy and effectiveness of the company's
disclosures controls and procedures, and management reports thereon.
o reviews annually with the Company's officers the scope of the internal
audit program, and reviews annually the performance of both the
internal audit group and the independent registered public accounting
firm in executing their plans and meeting their objectives.
o reviews the use of auditors other than the independent registered
public accounting firm.
o reviews matters related to the corporate compliance activities of the
Company.
A-2
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o establishes procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
o establishes policies for the hiring of employees and former employees
of the independent registered public accounting firm.
o publishes the report of the Audit Committee required by the rules of
the United States Securities and Exchange Commission to be included in
the Company's annual proxy statement.
o when appropriate, designates one or more of its members to perform
certain of its duties on its behalf, subject to such reporting to or
ratification by the Audit Committee as the Audit Committee shall
direct.
Advisers
The Audit Committee shall have the authority to engage independent legal,
accounting and other advisers, as it determines necessary to carry out its
duties. The Audit Committee shall have sole authority to approve related fees
and retention terms.
A-3
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REVOCABLE PROXY
ENERGY SERVICES ACQUISITION CORP.
ANNUAL MEETING OF STOCKHOLDERS
April 23, 2007
The undersigned hereby appoints the Board of Directors with full powers of
substitution to act as attorneys and proxies for the undersigned to vote all
shares of common stock of Energy Services Acquisition Corp. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Pullman Plaza Hotel, 1001 Third Avenue,
Huntington, West Virginia 25701 on April 23, 2007 at 10:00 a.m., local time. The
proxy holders are authorized to cast all votes to which the undersigned is
entitled as follows:
VOTE
FOR WITHHELD
1. The election as directors of all nominees [ ] [ ]
listed below each to serve
for a one-year term.
Marshall T. Reynolds, Jack M. Reynolds,
Edsel R. Burns, Neal W. Scaggs and Joseph L. Williams
INSTRUCTION: To withhold your vote for one or more nominees, write the
name of the nominee(s) on the line(s) below.
- ------------------------------------
- ------------------------------------
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FOR AGAINST ABSTAIN
2. The ratification of the appointment of [ ] [ ] [ ]
Castaing Hussey & Lolan, LLC as the
independent registered public accounting
firm for the Company for the fiscal year
ending September 30, 2007.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS
DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting, a Proxy Statement dated March 19,
2007 and the Company's 2006 Annual Report on Form 10-K, including audited
financial statements.
Dated: _________________________ [ ] Check Box if You Plan
to Attend Annual Meeting
- ------------------------------ ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------- ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears
on this proxy card. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title.
Please complete and date this proxy card and return it promptly
in the enclosed postage-prepaid envelope.