INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) or Rule 14a-12
EPOLIN, INC.
(Name of Registrant as Specified in Its Charter)
Epolin, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
EPOLIN, INC.
358-364 Adams Street
Newark, New Jersey 07105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 18, 2001
To the Stockholders:
PLEASE TAKE NOTICE that the Annual Meeting of
Stockholders (the "Annual Meeting") of Epolin, Inc. (the
"Company") will be held on July 18, 2001, at 3:00 p.m., local
time, at the principal executive offices of the Company, 358-364
Adams Street, Newark, New Jersey 07105, for the following
purposes:
1. To elect six Directors to serve as the Board of
Directors of the Company until the next Annual Meeting of
Stockholders and until their successors shall be elected and
shall qualify;
2. To ratify the selection of Polakoff Weismann Leen
LLC as the Company's independent auditors; and
3. To transact such other business as may properly
come before the Annual Meeting or any adjournment thereof.
The close of business on May 21, 2001 has been fixed as
the record date for determining stockholders entitled to receive
notice of and to vote at the Annual Meeting and at any
adjournment thereof.
Your attention is called to the proxy statement on the
following pages. We hope that you will attend the Annual
Meeting. If you do not plan to attend, please sign, date and
mail the enclosed proxy card in the enclosed envelope, which
requires no postage if mailed in the United States.
By Order of the Board of Directors,
Murray S. Cohen, Ph.D.,
Chairman
Newark, New Jersey
June 21, 2001
EPOLIN, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 18, 2001
_____________________________
INTRODUCTION
This Proxy Statement is being furnished to stockholders
of Epolin, Inc., a New Jersey corporation (the "Company"), in
connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board of Directors") for use at a
Annual Meeting of Stockholders of the Company to be held on July
18, 2001, at 3:00 p.m., local time, at the principal executive
offices of the Company, 358-364 Adams Street, Newark, New Jersey
07105, and at any adjournment thereof (the "Annual Meeting").
The Board has fixed the close of business on May 21, 2001
as the record date for the determination of stockholders
entitled to receive notice of, and vote at, the Annual Meeting
(the "Record Date"). Accordingly, only stockholders of record
on the books of the Company at the close of business on the
Record Date will be entitled to vote at the Annual Meeting. On
the Record Date, the Company had outstanding approximately
11,524,355 shares of Common Stock, no par value per share (the
"Common Stock") which are the only outstanding voting securities
of the Company. On all matters, each share of Common Stock is
entitled to one vote.
The cost of soliciting proxies will be borne by the
Company. In addition to solicitation by mail, officers,
directors and other employees of the Company may solicit proxies
by personal contact, telephone, facsimile or other electronic
means without additional compensation. This Proxy Statement and
the accompanying proxy card are first being mailed to
stockholders on or about June 21, 2001.
Proxies in the accompanying form which are properly
executed, duly returned and not revoked, will be voted in
accordance with the instructions thereon. If no instructions
are indicated thereon, proxies will be voted FOR all matters
listed in the Notice of Annual Meeting of Stockholders and in
accordance with the discretion of the person(s) voting the
proxies with respect to all other matters properly presented at
the Annual Meeting. Execution of a proxy will not prevent a
stockholder from attending the Annual Meeting and voting in
person. Any stockholder giving a proxy may revoke it at any
time before it is voted by delivering to the Secretary of the
Company written notice of revocation bearing a later date than
the proxy, by delivering a later-dated proxy, or by voting in
person at the Annual Meeting. Attendance at the Annual Meeting
will not, in and of itself, constitute revocation of a proxy.
The holders of a majority of the shares of Common Stock
outstanding and entitled to vote as of the Record Date, present
in person or represented by proxy, shall constitute a quorum for
the transaction of business at the Annual Meeting. A plurality
of the votes cast at the Annual Meeting will be required for the
election of directors. The ratification of the selection of
Polakoff Weismann Leen LLC as independent auditors requires the
affirmative vote of a majority of the votes cast at such
meeting. If a stockholder, present in person or represented by
proxy, abstains on any matter, the stockholder's shares will not
be voted on such matter. Thus, an abstention from voting on a
matter has the same legal effect as a vote "against" the matter,
even though the stockholder may interpret such action
differently.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of the Record Date,
certain information with regard to the record and beneficial
ownership of the Company's Common Stock by (i) each stockholder
owning of record or beneficially 5% or more of the Company's
Common Stock, (ii) each director of the Company and each person
nominated to be a Director, (iii) the Company's Chief Executive
Officer and other executive officers, if any, of the Company
whose annual base salary and bonus compensation was in excess of
$100,000 (the "named executive officers"), and (iv) all officers
and directors of the Company as a group:
Amount and Nature of Percent
Name Beneficial Ownership of Class
Murray S. Cohen(1)(2)* 2,845,958 24.5%
James Ivchenko(1)* 1,719,587 14.8%
Chester C. Swasey(3)* 930,822 8.0%
Claire Bluestein(4)* 970,155 8.4%
Morris Dunkel(4)* 225,000 1.9%
Abdelhamid R.H.
Ramadan(3)* 398,402 3.4%
James R. Torpey, Jr.* - -
Peter Kenny* - -
All Officers and
Directors
as a Group
(6 persons) 7,089,924 60.0%
* The address for each is 358-364 Adams Street, Newark, New
Jersey 07105.
(1) Includes 75,000 shares which each has the right to
acquire within 60 days pursuant to the exercise of stock
options granted under the 1998 Plan.
(2) Includes 1,000,000 shares owned by three grandchildren of
Dr. Cohen, which shares are held by Dr. Cohen's daughters
as custodian. Dr. Cohen holds a proxy with respect to
such shares which proxy expires in August 2002. As a
result, Dr. Cohen may be deemed to be the beneficial
owner of such shares.
(3) Includes 75,000 shares which each has the right to
acquire within 60 days pursuant to the exercise of stock
options granted under the 1998 Plan.
(4) Includes 25,000 shares which each has the right to
acquire within 60 days pursuant to the exercise of stock
options granted under the 1998 Plan.
ELECTION OF DIRECTORS
Proposal 1
A Board of Directors consisting of six members is to be
elected by the stockholders, to hold office until the next
Annual Meeting of Stockholders and until their successors are
duly elected and qualify.
Unless authority is withheld, it is intended that proxies
will be voted for the election of the six nominees below, all of
whom are currently serving as directors. The Board of Directors
does not contemplate that any of these nominees will be unable
or will decline to serve. However, if any of them is unable or
declines to serve, the persons named in the accompanying proxy
may vote for another person or persons in their discretion.
Information Concerning Nominees
The following table sets forth certain information with
respect to the six nominees for election to the Board of
Directors.
Present Position Has Served as
Name Age and Offices Director Since
Murray S. Cohen 75 Chairman of the 1984
Board, Chief Executive
Officer, Secretary
and Director
James Ivchenko 61 President and 1993
Director
Claire Bluestein 75 Director 1984
Morris Dunkel 73 Director 1984
James R. Torpey, Jr. 51 None -
Peter Kenny 55 None -
None of the directors and officers is related to any
other director or officer of the Company.
Set forth below are brief accounts of the business
experience during the past five years of each director and
executive officer of the Company and each significant employee
of the Company.
MURRAY S. COHEN has served as Director, Chief Executive
Officer and Chairman of the Board of the Company since June
1984 and Secretary since March 2001. From June 1984 to August
1994, Dr. Cohen was also President. From January 1978 through
May 1983, Dr. Cohen was the Director of Research and
Development for Apollo Technologies Inc., a company engaged in
the development of pollution control procedures and devices.
Dr. Cohen was employed as a Vice President and Technical
Director of Borg-Warner Chemicals from 1973 through January
1978, where his responsibilities included the organization,
project selection and project director of a 76 person technical
staff which developed materials for a variety of plastic
products. He received a Bachelor of Science Degree from the
University of Missouri in 1949 and a Ph.D. in Organic Chemistry
from the same institution in 1953.
JAMES IVCHENKO has served as Director of the Company
since September 1993, President since August 1994, and from
February 1992 to August 1994, he was Technical Director and
Vice President of Operations. Prior thereto, Mr. Ivchenko was
employed by Ungerer & Co. as Plant Manager for the Totowa, New
Jersey and Bethlehem, Pennsylvania facilities from May 1988 to
May 1991. Mr. Ivchenko has over 30 years of experience in the
flavor, fragrance and pharmaceutical intermediate industry.
He received his Bachelor of Arts Degree, Masters of Science and
Masters of Business Administrations from Fairleigh Dickinson
University in New Jersey.
CLAIRE BLUESTEIN has served as Director of the Company
since June 1984. Since 1976, Dr. Bluestein has been president
and sole shareholder of Captan Associates, Inc., a company
engaged in the development of materials for commercial
applications of radiation curing technology. Dr. Bluestein has
been issued several patents by the United States Department of
Commerce, Trademark and Patent Offices and has published a
variety of chemistry related articles. Dr. Bluestein received
her Bachelor of Arts Degree from the University of Pennsylvania
in 1947. In 1948 she received a Master of Science Degree and
in 1950 a Ph.D. in Organic Chemistry from the University of
Illinois.
MORRIS DUNKEL has served as Director of the Company
since June 1984. From 1976 through 1983, Dr. Dunkel was
employed by Tenneco Chemicals, Inc., a firm engaged in chemical
production activities, in the capacities of manager and
director of Tenneco's organic chemicals research and
development division. Dr. Dunkel has been issued several
United States patents and has published numerous articles
relating to chemical processes. He received a Bachelor of
Science Degree in 1950 from Long Island University. Dr. Dunkel
received a Master of Science Degree from Brooklyn College in
1954 and Ph.D. in Organic Chemistry from the University of
Arkansas in 1956.
JAMES R. TORPEY, JR., nominee for Director, has been
Director of Distributed Technologies at GPU Energy, located in
New Jersey, since January 2001. From June 1995 through
December 2000, Mr. Torpey was Director of Strategic Initiatives
at GPU Service Corp. and Director of Technology Ventures at GPU
International. He is currently Chairman of the Board of the
Solar Electric Power Association and President and member of
the Board of Directors of GPU Solar Inc., a joint venture
company of GPU and AstroPower, Inc. He is also a member of the
Board of Directors of the Morris County Business and Education
Together Foundation.
PETER KENNY, nominee for Director, has been Senior Vice
President-Business Banking Division of Independence Community
Bank since July 1999. Prior thereto, and from September 1991
to July 1999, he was Senior Vice President and Senior Loan
Officer of Broad National Bank which was acquired by
Independence Community Bank in July 1999.
There are no executive officers of the Company other
than those named above.
Executive Compensation
The following summary compensation tables set forth
information concerning the annual and long-term compensation
for services in all capacities to the Company for the fiscal
years ended February 28, 2001, February 29, 2000 and February
28, 1999, of those persons who were, at February 28, 2001 (i)
the chief executive officer and (ii) the other most highly
compensated executive officers of the Company, whose annual
base salary and bonus compensation was in excess of $100,000
(the named executive officers):
Summary Compensation Table
Annual
Compensation
Name and Principal Fiscal
Position Year Salary Bonus
Murray S. Cohen 2001 $177,290(1)(3) $29,000
Chairman of the 2000 $127,874(3) $20,000
Board and Chief 1999 $111,538(3) $20,000
Executive Officer
James Ivchenko 2001 $162,318(2)(3) $24,000
President 2000 $123,502(3) $15,000
1999 $106,538(3) $15,000
Long-Term
Compensation
Restricted Shares
Name and Principal Stock Underlying
Position Year Awards Options
Murray S. Cohen 2001 0 0
Chairman of the 2000 0 0
Board and Chief 1999 0 75,000
Executive Officer
James Ivchenko 2001 0 0
President 2000 0 0
1999 0 75,000
(1) Includes $38,400 of additional compensation due to
Murray S. Cohen based upon the Company's sales for
fiscal 2000 paid in fiscal 2001 as determined under his
employment contract. Does not include, however,
additional compensation due to Dr. Cohen based upon the
Company's sales for fiscal 2001 as determined under his
employment contract which will be paid in fiscal 2002
which will be in the amount of $52,416. Also, does not
include $49,948 paid to Dr. Cohen in fiscal 2001 for
previously accrued salary.
(2) Includes $28,905 of additional compensation due to James
Ivchenko based upon the Company's sales for fiscal 2000
paid in fiscal 2001 as determined under his employment
contract. Does not include, however, additional
compensation due to Mr. Ivchenko based upon the
Company's sales for fiscal 2001 as determined under his
employment contract which will be paid in fiscal 2002
which will be in the amount of $40,768.
(3) Does not include any deferred compensation arrangements
for each of Dr. Cohen and Mr. Ivchenko. See "Deferred
Compensation/Employment Contracts" below.
Stock Option Plans
The Company previously adopted the 1986 Employees' Stock
Option Plan (the "1986 Plan"). As of April 1996, options may
no longer be granted under the 1986 Plan. Under the terms of
the 1986 Plan, options granted thereunder could be designated
as options which qualify for incentive stock option treatment
under Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), or options which do not so qualify. In
December 1995, options to acquire up to 490,000 shares of the
Company's Common Stock were granted under the 1986 Plan. Such
options expire on December 1, 2005. As of February 28, 2001,
options to acquire 270,000 shares of the Company's Common Stock
have been exercised under the 1986 Plan. The Company has
repurchased 120,000 of such shares which were acquired upon
exercise.
In December 1998, the Company adopted the 1998 Stock
Option Plan (the "1998 Plan") for employees, officers,
consultants or directors of the Company to purchase up to
750,000 shares of Common Stock of the Company. Options granted
under the 1998 Plan shall be non-statutory stock options which
do not meet the requirements of Section 422 of the Code. Under
the terms of the 1998 Plan, participants may receive options to
purchase Common Stock in such amounts and for such prices as
may be established by the Board of Directors or a committee
appointed by the Board to administer the 1998 Plan. As of
February 28, 2001, options to acquire 475,000 shares of the
Company's Common Stock have been granted under the
1998 Plan and 275,000 options were available for future grant.
As of February 28, 2001, options to acquire 12,500 shares of the
Company's Common Stock have been exercised under the 1998 Plan.
The Company has repurchased all of such shares which were
acquired upon exercise.
No stock options or other stock appreciation rights were
granted to any of the persons named in the Summary
Compensation Table during the fiscal year ended February 28,
2001.
The following table set forth certain information as to
each exercise of stock options during the year ended February
28, 2001, by the persons named in the Summary Compensation
Table and the fiscal year-end value of unexercised options:
Aggregated Option Exercises in Fiscal 2001
and Year-End Option Value
Number of Securities
Shares Underlying Unexercised
Acquired Options at February 28, 2001
On Value
Exercise Realized Exercisable Unexercisable
Murray S. Cohen -0- -0- 150,000 0
James Ivchenko -0- -0- 150,000 0
Value of Unexercised
In-the-Money Options
at February 28, 2001(1)
Exercisable Unexercisable
Murray S. Cohen $17,250 $0
James Ivchenko $17,250 $0
________________________
(1) Realizable values are reported net of the option
exercise price but before any income taxes that the
executive may have to pay. Actual gains, if any, on
stock option exercises are dependent on the future
performance of the Common Stock as well as the option
holder's continued employment through the vesting
period. The amounts reflected in this table may never
be obtained.
Compensation of Directors
Since inception and as of February 28, 2001, no director
has received any cash compensation for his services as such. In
the past, directors have been and will continue to be
reimbursed for reasonable expenses incurred on behalf of the
Company.
Deferred Compensation/Employment Contracts and Change in
Control Arrangements
Pursuant to a deferred compensation agreement, as
amended, entered into with James Ivchenko, President of the
Company, the Company has agreed to pay Mr. Ivchenko $32,000 per
year for ten consecutive years commencing the first day of the
month following Mr. Ivchenko reaching the age of 65. The
obligation is being funded with a life insurance policy owned
by the Company.
Effective as of March 1, 1999, the Company entered into
a ten year employment agreement with Mr. Ivchenko. Pursuant
thereto, Mr. Ivchenko shall be paid an annual salary of not
less than the greater of his annual base salary in effect
immediately prior to the effective date of the agreement or any
subsequently established annual base salary. In addition
thereto, Mr. Ivchenko shall receive as additional compensation
a certain percentage (as set forth below) of the Company's
annual gross sales up to but not exceeding annual gross sales
of $3 million. Such percentage starts at 1.50% for the fiscal
year ended February 29, 2000 and increases by 0.25% per year
during the term of the agreement. In the event of death or
disability, the agreement provides that Mr. Ivchenko or his
estate will receive 100% of his annual salary and additional
compensation as described above for the fiscal year during
which he died or became disabled, and 50% of his annual salary
and annual additional compensation which he would had received
(if not for his death or disability) for the remainder of the
ten year term.
Effective as of March 1, 1999, the Company also entered
into a ten year employment agreement with
Murray S. Cohen, Chairman of the Board and Chief Executive
Officer of the Company. Pursuant thereto, Dr. Cohen shall be
paid an annual salary of not less than the greater of his annual
base salary in effect immediately prior to the effective date
of the agreement or any subsequently established annual base
salary. In addition thereto, Dr. Cohen shall receive as additional
compensation a certain percentage (as set forth below) of the
Company's annual gross sales up to but not exceeding annual
gross sales of $3 million. Such percentage starts at 2.00% for
the fiscal year ended February 29, 2000 and increases by 0.25%
per year during the term of the agreement. In the event of
death or disability, the agreement provides that Dr. Cohen or
his estate will receive 100% of his annual salary and
additional compensation as described above for the fiscal year
during which he died or became disabled, and 50% of his annual
salary and annual additional compensation which he would had
received (if not for his death or disability) for the remainder
of the ten year term. The Company had previously entered into a
deferred compensation agreement in June 1998 with Dr. Cohen
which provided for the payment of certain funds to Dr. Cohen
for a period of ten years beginning two weeks after the date of
his retirement. Such agreement was terminated in connection
with the execution of the employment agreement with Dr. Cohen.
In addition to the foregoing, Dr. Cohen will be entitled to
receive $79,041 upon his retirement in connection with a
deferred compensation agreement entered into in January 1996
which was terminated in June 1998. Such amount will be paid to
Dr. Cohen upon retirement either in equal consecutive monthly
payments for a period not exceeding 60 months or a single
payment which will be at the discretion of the Company.
The Company has also entered into deferred compensation
agreements with Chester C. Swasey and Abdelhamid A.H. Ramadan.
These agreements provide for annual payments of 50% of each
employee's salary before bonuses at his respective retirement
dates, to be paid in biweekly installments for 10 years.
Management has elected not to provide any additional funding
for either employee subsequent to the date at which each of the
two employees were no longer employed with the Company.
The Company does not have any termination or change in
control arrangements with any of its named executive officers.
Transactions with Management and Others
See "Deferred Compensation/Employment Contracts and
Change in Control Arrangements" above for information on the
transactions described therein.
Material Proceedings
In August 2000, the Company received a letter from a law
firm representing a former officer of the Company (who is also
a current director) alleging age discrimination and other
monetary claims pertaining to such former officer's past
employment. In addition, in September 2000, the Company
received a letter from the same law firm on behalf of another
director (who was then an employee of the Company) alleging
similar claims. In December 2000, these individuals instituted
suit in the Superior Court of New Jersey, Bergen County-Law
Division, against the Company and the other directors of the
Company alleging claims pursuant to their past employment as
well as a derivative claim, as minority stockholders. The
Company believes such claims are without merit and intends to
defend such matter vigorously. Nevertheless, while the outcome
of this action cannot be predicted at this time, taking into
account the uncertainty and risks inherent in any litigation,
management does not anticipate that the ultimate disposition
will have a material adverse effect on the Company.
Other than the foregoing matter, there are no other
material proceedings to which any director or executive officer
of the Company is a party adverse to the Company or any if its
subsidiaries or has a material interest adverse to the Company
or any of its subsidiaries.
Additional Information
During the fiscal year ended February 28, 2001, the
Board of Directors of the Company held three formal meetings.
In addition, the Board of Directors took action by unanimous
written consent and met informally on other occasions during
the period. The Compensation Committee of the Board of
Directors which presently consists of Dr. Cohen and Messrs.
Ivchenko and Dunkel held one formal meeting during the last
fiscal year. Each of the incumbent directors was in
attendance at all meetings of the Board of Directors and
Committees of the Board on which he or she then served during
fiscal 2001, except for Claire Bluestein who attended two of
the three Board meetings.
SELECTION OF AUDITORS
Proposal 2
The Board of Directors has appointed Polakoff Weismann
Leen LLC, independent certified public accountants, as the
Company's independent auditors for the fiscal year ending
February 28, 2002, subject to ratification by the Company's
stockholders. Polakoff Weismann Leen LLC, and a firm which was
a predecessor to Polakoff Weismann Leen LLC, has audited the
financial statements of the Company since 19xx. It is expected
that a representative of Polakoff Weismann Leen LLC will be
present at the Annual Meeting, with the opportunity to make a
statement if he or she desires to do so, and will be available
to respond to appropriate questions. The Board of Directors
recommends that the stockholders ratify the selection of
Polakoff Weismann Leen LLC, as the Company's independent
auditors by voting for this proposal.
STOCKHOLDERS' PROPOSALS
Any stockholder who wishes to present a proposal for
action at the next Meeting of Stockholders and who wishes to
have it set forth in the proxy statement and identified in the
form of proxy prepared by management must notify management of
the Company so that such notice is received by management at
its principal executive offices at 358-364 Adams Street,
Newark, New Jersey 07105 by February 21, 2002 and is in such
form as is required under the rules and regulations promulgated
by the Securities and Exchange Commission.
MISCELLANEOUS
The Board of Directors knows of no other business to be
presented at the Annual Meeting but if other matters properly
do come before the meeting, it is intended that the persons
named in the accompanying proxy will vote the shares for which
they hold proxies in accordance with their judgment.
The Company's Annual Report on Form 10-KSB for the
fiscal year ended February 28, 2001 is being delivered to the
Company's stockholders with this Proxy Statement. Such report
is not to be considered part of the soliciting material.
By Order of The Board of Directors,
MURRAY S. COHEN, Ph.D.,
Chairman
Dated: June 21, 2001
Newark, New Jersey
APPENDIX
FORM OF PROXY CARD
PROXY
EPOLIN, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 18, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Murray S. Cohen and
James Ivchenko, and each of them, with power of substitution as
proxies for the undersigned to act and vote at the Annual
Meeting of Stockholders of Epolin, Inc. (the "Company") to be
held on July 18, 2001, at 3:00 p.m., local time, at the
principal executive offices of the Company, 358-364 Adams
Street, Newark, New Jersey 07105, and any adjournments thereof
for the following purposes:
1. Election of Directors - Nominees: Murray S. Cohen, James
Ivchenko, Claire Bluestein,
Morris Dunkel, James R. Torpey,
Jr. and Peter Kenny.
[ ] FOR [ ] FOR ALL EXCEPT [ ] WITHHOLD
INSTRUCTION: To withhold your vote for any nominee(s), mark
"For All Except" and write that nominee's name on the line
below.
2. Proposal to ratify the selection of Polakoff Weismann
Leen LLC as the Company's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS
OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR PROPOSALS 1
AND 2.
Signatures of Shareholder(s)
Date:
NOTE: Please sign your name exactly as it appears on this
Proxy. Jointly held shares require only one signature. If you
are signing this Proxy as an attorney, administrator, agent,
corporation, officer, executor, trustee or guardian, etc.,
please add your full title to your signature.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE
SIGN AND RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY TODAY