UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A
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. [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
Tricell, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TRICELL, INC.
6 HOWARD PLACE, STROKE-ON-TRENT,
STAFFORDSHIRE ST1 4NQ UNITED KINGDOM
-----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2005
-------------------------
TO OUR SHAREHOLDERS:
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING OF THE SHAREHOLDERS
OF TRICELL, INC. (HEREINAFTER REFERRED TO AS THE "COMPANY"), TO BE HELD ON
TUESDAY, JUNE 21, 2005 AT 11:00 A.M. LOCAL TIME AT THE QUALITY INN, 66 TRINITY
STREET, HANLEY, STOKE-ON-TRENT, STAFFORDSHIRE, ST1 5NB FOR THE FOLLOWING
PURPOSES:
1. PROPOSAL NO. 1: TO ELECT THE BOARD OF DIRECTORS, EACH TO SERVE
UNTIL THE NEXT ANNUAL MEETING OF THE SHAREHOLDERS
OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED
AND QUALIFY;
2. TO CONSIDER AND VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THE COMPLETE TEXT OF THESE PROPOSALS AND THE REASONS YOUR DIRECTORS HAVE
PROPOSED THEIR ADOPTION ARE CONTAINED IN THE PROXY STATEMENT, AND YOU ARE URGED
TO CAREFULLY STUDY THEM. IF YOU DO NOT PLAN TO ATTEND THE ANNUAL MEETING, YOU
ARE RESPECTFULLY REQUESTED TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY
PROMPTLY.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES AND
"FOR" PROPOSAL NUMBER 2. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. TO BE SURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY. THIS WILL NOT PREVENT YOU FROM ATTENDING AND VOTING
YOUR SHARES IN PERSON. PROMPT RETURN OF YOUR PROXY WILL REDUCE THE COMPANY'S
EXPENSES IN THIS MATTER.
ONLY SHAREHOLDERS OF RECORD AS SHOWN ON THE BOOKS OF THE COMPANY AT THE
CLOSE OF BUSINESS ON JUNE 2, 2005 WILL BE ENTITLED TO VOTE AT THE ANNUAL MEETING
OR ANY ADJOURNMENT THEREOF. A LIST OF THE COMPANY'S SHAREHOLDERS ENTITLED TO
NOTICE OF, AND TO VOTE AT, THE ANNUAL MEETING WILL BE MADE AVAILABLE DURING
REGULAR BUSINESS HOURS AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES AT 6 HOWARD
PLACE, STROKE-ON-TRENT, STAFFORDSHIRE, ST1 4NQ UNITED KINGDOM FROM THE DATE OF
THIS NOTICE FOR INSPECTION BY ANY SHAREHOLDER FOR ANY PURPOSE GERMANE TO THE
ANNUAL MEETING.
THE ANNUAL MEETING MAY ADJOURN FROM TIME TO TIME WITHOUT NOTICE OTHER THAN
BY ANNOUNCEMENT AT THE ANNUAL MEETING, OR AT ANY ADJOURNMENTS THEREOF, AND ANY
AND ALL BUSINESS FOR WHICH THE ANNUAL MEETING IS HEREBY NOTICED MAY BE
TRANSACTED AT ANY SUCH ADJOURNMENTS.
BY ORDER OF THE BOARD OF DIRECTORS,
ANDRE SALT, CHIEF EXECUTIVE OFFICER
June 9, 2005
TRICELL, INC.
6 HOWARD PLACE, STROKE-ON-TRENT,
STAFFORDSHIRE ST1 4NQ UNITED KINGDOM
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 2005
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is being furnished to shareholders of Tricell, Inc.
(the "Company") in connection with the Board of Director's solicitation of
proxies for use at the annual meeting of shareholders to be held on June 21,
2005, and at any adjournment of that meeting (the "Annual Meeting"). The first
date on which this Proxy Statement and the form of Proxy are first being mailed
to shareholders of the Company is on or about June 11, 2005.
The Board of Directors has fixed June 2, 2005 as the record date for
determining shareholders who are entitled to vote at the Annual Meeting. At the
close of business on June 2, 2005, the Company had issued and outstanding
123,295,877 shares of common stock (the "Common Stock"), held of record by
approximately 67 shareholders and held in street name by approximately 281
shareholders. Each share of Common Stock is entitled to one vote on each matter
properly coming before the Annual Meeting.
The Company will not solicit proxies personally, by telephone or
facsimile. The Company, however, may make a request by telephone, facsimile, or
mail strictly limited to confirming the shareholder's receipt of the proxy and
requesting that the shareholder sign and return the proxy solicited by this
statement. The Company does not expect to pay compensation to any party other
than employees (and then only their regular salaries plus expenses) for the
solicitation of proxies, but may reimburse brokers, custodians, nominees and
fiduciaries for the expense of forwarding solicitation material and proxies to
beneficial owners of their outstanding stock. The cost of preparing, printing
and mailing this Proxy Statement and of the solicitation of proxies will be
borne by the Company.
All proxies will be voted in accordance with the instructions contained
therein, if properly executed and not revoked. Proxies that are signed by
shareholders but that lack any such specification will be voted in favor of the
proposals set forth in the Notice of the Annual Meeting (as referenced, this
handling should be indicated on the proxy itself). The management of the Company
does not know of any other matters which will be presented for action at the
Annual Meeting, but the person named in the Proxy intends to vote or act with
respect to any other proposal which may be presented for action in accordance
with his best judgment. Any proxy may be revoked by a shareholder at any time
before it is exercised by giving written notice to that effect to the Corporate
Secretary of the Company or by voting in person at the Annual Meeting.
The presence in person or by executed proxy of the holders of a majority
of the aggregate voting power represented by the shares of Common Stock, issued
and outstanding and entitled to vote at the meeting, together as a single class,
shall constitute a quorum for transacting business at the meeting. Any shares
which are withheld or abstain from voting will be counted for the purpose of
obtaining a quorum. Shares held in "street name" by brokers or nominees who
indicate that they do not have discretionary authority to vote such shares as to
a particular matter ("broker non-votes") will not be counted as votes "for" or
"against" the proposals, and will not be counted as shares voted on such matter.
The total number of votes cast "for" will be counted for purposes of
determining whether sufficient affirmative votes have been cast to approve each
proposal. Abstentions from voting on a proposal, as well as broker non-votes,
will be considered for purposes of determining the number of total votes present
at the Annual Meeting. Abstentions will have the same effect as votes against
the proposals, but will not affect the election of directors.
The affirmative vote of the holders of a plurality of the shares of Common
Stock present or represented at the meeting is required to elect the Board of
Directors.
2
Management of the Company has been informed by the executive officers and
directors of the Company that such parties intend to vote all shares they
beneficially hold with voting rights FOR the nominees. Together, such parties
and proxies represent approximately 19.6% of the votes eligible to be cast at
the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
ownership of the Company's Common Stock as of June 2, 2005, with respect to: (i)
each person known to the Company to be the beneficial owner of more than five
percent of the Company's Common Stock; (ii) all directors; and (iii) directors
and executive officers of the Company as a group. As of March 2, 2005, there
were 123,295,877 shares of Common Stock issued and outstanding.
<Table>
<Caption>
Title of Class Name and Address of Beneficial Owner Amount and Nature of Percent of
Beneficial Ownership Class
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Executive Officers and Directors
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Andre Salt
Common Stock 39 Uttoxeter Road, Longton 24,225,000 19.6%
($0.001) par value Stoke-on-Trent, ST3 1NT
United Kingdom
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Common Stock Directors and Executive Officers 24,225,000 19.6%
($0.001) par value as a Group
(1 individuals)
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</Table>
EQUITY COMPENSATION PLANS
<Table>
<Caption>
Number of securities to Weighted average
be issued upon exercise exercise price of Number of securities
of outstanding options, outstanding options, remaining available
Plan category warrants and rights (a) warrants and rights (b) for future issuance (c)
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Equity compensation plans 0 0 0
approved by security
holders
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Equity compensation plans not 0 0 0
approved by security
holders
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Total 0 0 0
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</Table>
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock was approved for trading by the NASD under the symbol
"FFGF" on the OTC Bulletin Board in 2001. On July 28, 2003, our symbol was
changed to "TCLL" to reflect our name change to Tricell, Inc. Because no
meaningful trading market for our common stock occurred until the fourth quarter
of 2003, the table below sets forth the high and low sale prices for our common
stock for only that quarter.
The quotations below reflect inter-dealer prices, without retail markup,
markdown or commission and may not represent actual transactions. All figures
reflect a twenty-for-one (20-for-1) forward stock split which became effective
on July 22, 2003.
3
<Table>
<Caption>
Year Quarter High Low
2003 Fourth* $2.05 $1.20
2004 First $1.99 $1.20
Second $1.60 $0.39
Third $0.60 $0.30
Fourth $0.60 $0.15
</Table>
*Note that trading in our common stock on the OTC BB did not begin until
approximately October 1, 2003.
Additionally, we began trading on the Pink Sheets on May 22, 2005,
although we expect to resume our OTCBB listing as soon as possible.
Shareholders
At the close of business on June 2, 2005, 2005, the Company had issued and
outstanding 123,295,877 shares of common stock (the "Common Stock"), held of
record by approximately 67 shareholders and held in street name by approximately
281 shareholders.
Dividends on the Common Stock
The Company has not declared a cash dividend on its common stock in the
last two fiscal years and the Company does not anticipate the payment of future
dividends. There are no other restrictions that currently limit the Company's
ability to pay dividends on its common stock other than those generally imposed
by applicable state law.
FINANCIAL STATEMENTS
The Company's financial statements together with the report thereon of
Berenfeld, Spritzer, Shechter & Sheer, P.C, for the fiscal year ended December
31, 2004 are incorporated herein by reference.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has determined that there will be three (3)
directors of the Company elected at the Annual Meeting. The Board of Directors
has nominated Andre Salt, Paul Mark Langley and Nicholas Topham as directors of
the Company and Andre Salt as Chairman of the Board of Directors of the Company.
In the absence of other instructions, the proxies will be voted for each of the
individuals named, each of whom the Board proposes for election as a director of
the Company. If elected, such individuals will serve until the next Annual
Meeting of shareholders or until their successors are duly elected and
qualified. All of the nominees are members of the present Board of Directors.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES
LISTED BELOW.
The Board has no reason to believe that any nominee would be unable or
unwilling to serve if elected. If a nominee becomes unable or unwilling to
accept nomination or election, the Board will either select a substitute nominee
or will reduce the size of the Board. If you have submitted a proxy and a
substitute nominee is selected, your shares will be voted for the election of
the substitute nominee.
ABOUT THE DIRECTORS
Set forth below is biographical and other information about the persons
who will make up the Board following the annual meeting, presuming election of
the nominees named below. All Directors of the Company will hold office until
the next annual meeting of shareholders of the Company or until successors are
duly elected and qualified.
4
<Table>
<Caption>
Name Age Position
- ----------------- --- -------------------------------------------------
Andre Salt 30 Chief Executive Officer and Chairman of the Board
Paul Mark Langley 42 Director
Nicholas Topham 47 Director
</Table>
ANDRE SALT was appointed Chief Executive Officer of the Company on July
11, 2003. Mr. Salt had served previously as managing director of Tricell UK
Limited since October 1999 before moving to his current position with us. He
previously served as managing director of Tricell Limited from December 2001 to
December 2003. Prior to working with Tricell, Mr. Salt served as a key account
sales manager for Cellular Cellstar from 1997 to 1999. He also worked as a
salesman for The Caudwell Group from 1995 to 1997.
PAUL MARK LANGLEY previously served as director of Deutsche Bank from 1995
to December 2004. He worked as a Floor Manager for Merrill Lynch from 1989 to
1995. He worked as an Assistant Floor Manager for Midland Montagu, now HSBC
Bank, from 1984 to 1989. He also worked as a Commodity Trader for Woodhouse,
Drake & Carey from 1980 to 1984.
NICHOLAS TOPHAM Nicholas is managing director of Telco Resource Ltd. He
previously served a founder and chief executive officer of Equitel
Communications since 1999. Prior to founding Equitel, he was the Director of
Global Communications and Entertainment practice group at Arthur Anderson for
two years. Prior to joining Arthur Anderson, Mr. Topham was a principal advisor
at Maltacom. He holds a bachelors degree in Bio-Medical Electronics, and a
Masters in Telecommunications Business from University College London.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board held six (6) meetings during fiscal 2004. All of the directors
attended all of the meetings of the Board of Directors during fiscal 2004. The
Company does not have a nominating committee, audit committee or compensation
committee of the Board of Directors, although we expect to establish all such
committees in 2005.
DIRECTORS' COMPENSATION
All Directors are reimbursed for out-of-pocket expenses incurred in
connection with the Company's business, but are not compensated for attending
meetings.
EXECUTIVE OFFICERS
The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and hold
office until their death, or until they resign or have been removed.
<Table>
<Caption>
Name Age Position
- ----------------- --- -----------------------------------------
Jeff Nunn 38 Managing Director of Tricell Distribution
</Table>
JEFF NUNN was appointed Managing Director of the Tricell Distribution Ltd.
on February 16, 2004. Mr. Nunn had served previously as Channel Manager of Fone
Logistics before moving to his current position with us. He previously served as
Key Account Manager with 20:20 Logistics and Business Development Manager for
Elite Business Systems.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of forms 3, 4 and 5 furnished to the Company,
all required forms were filed in a timely manner. The Company is not aware of
any other person who at any time during the fiscal year ended December 31, 2004,
was a director, officer, or beneficial owner of more than ten percent of the
Common Stock of the Company, and who failed to file, on a timely basis, reports
required by Section 16(a) of the Securities Exchange Act of 1934 during such
fiscal year.
5
COMPENSATION AND OTHER BENEFITS
EXECUTIVE COMPENSATION
No compensation in excess of $100,000 was awarded to, earned by, or paid
to any executive officer of the Company during the fiscal years 2004, 2003 and
2002, other than our CEO in 2003. The following table provides summary
information for the years 2004, 2003 and 2002 concerning cash and noncash
compensation paid or accrued by the Company to or on behalf of the Company's
chief executive officer.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
Annual Compensation
- --------------------------------------------------------------------------------------------------------
Name and Principal Position Year Annual Compensation
Salary ($)
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Andre Salt, CEO 2004 $250,000*
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Andre Salt, CEO 2003 $163,300**
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David Knapfel, President 2003 - 0 -
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David Knapfel, President 2002 - 0 -
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</Table>
* Mr. Salt has not been compensated for services rendered in 2004.
** This salary compensation was for the period of July 1, 2003 through
December 31, 2003.
<Table>
<Caption>
Award Payouts
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Name and Principal Year Restricted Stock Securities LTIP All Other
Position Award (s) ($) Underlying Payouts ($) Compensation ($)
Options/SARS (#)
- ----------------------------------------------------------------------------------------------------------------------
Andre Salt, CEO 2004 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
Andre Salt, CEO 2003 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
David Knapfel, President 2003 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
David Knapfel, President 2002 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
</Table>
Employee Agreements
We have not entered into any employment agreements.
Director Compensation
The Company's directors are not compensated for any board meetings they
attend.
Compensation Committee Interlocks and Insider Participation
We did not have a board compensation committee or other board committee
performing equivalent functions in 2004 because we did not have any independent
directors. We are in the process of searching for independent directors. Andre
Salt, our CEO and Chairman, and Tom Adams, a former director, were our executive
officers who participated in deliberations of the registrant's board of
directors concerning executive officer compensation during 2004.
6
Due to the financial difficulties we have experienced over the past two
years, Andre Salt is still owed past salary accrued for services rendered, which
currently totals $169,977 dollars. Following our annual meeting, the Company's
Board of Directors intends to address the issue of compensating Mr. Salt for the
past salary he is due.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 14, 2005, Tricell Distribution entered a loan agreement with
Telco Invest Limited ("Telco") establishing a line of credit worth two million
pounds to be accessible by Tricell. Andre Salt, our Chief Executive Officer,
owns 50% of Telco. This line of credit is essential to Tricell as it allows us
to trade our products in the various markets we conduct our operations in, which
is currently being done via our subsidiary, Tricell Distribution. This line of
credit is essential to Tricell and we would not be able to operate as a going
concern without access to the funds made available by this line of credit. As
consideration for the line of credit, we agreed to pay Telco a funding charge
equal to 50% of gross profit together with any penalties for late payments.
Because of the prohibitive cost of funding capital acquisitions via the Telco
line of credit, we hope to be able to fully finance all of our operations using
revenues generated by the fourth quarter of 2005.
INDEPENDENT PUBLIC ACCOUNTANTS
We are currently pursuing a new independent auditor who will be
responsible for our audit services for the fiscal year ending December 31, 2005.
The new auditor will replace Berenfeld, Spritzer, Shechter & Sheer, CPA as the
Company's auditor.
Audit Fees
The aggregate fees billed by Berenfeld, Spritzer, Shechter & Sheer, CPA
for professional services rendered for the audit of the Company's annual
financial statements for the fiscal year ended December 31, 2004 and 2003 and
for the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for those fiscal years was $170,000.
Audit-Related Fees
Berenfeld, Spritzer, Shechter & Sheer, CPA did not render any professional
services for assurance and related services that are reasonably related to the
performance of the audit or review of the registrant's financial statements for
the fiscal years ended December 31, 2004 and December 31, 2003.
Tax Fees
Berenfeld, Spritzer, Shechter & Sheer, CPA did not render any professional
services for tax compliance, tax advice, or tax planning during 2004.
All Other Fees
The aggregate fees billed by Berenfeld, Spritzer, Shechter & Sheer, CPA
for services rendered to the Company, other that the services described under
"Audit Fees" and "Audit-Related Fees" and "Tax Fees" amount to $0 and $0 for the
fiscal years December 31, 2004 and 2003, respectively. The Company does not have
an audit committee
OTHER BUSINESS
The Board of Directors is not aware of any business to come before the
meeting other than those matters described above in this proxy statement. If,
however, any other matters should properly come before the meeting, it is
intended that holders of proxies will act in accordance with their judgment on
such matters.
7
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented at the
Company's next Annual Meeting must be received by the Company no later than
February 1, 2006 in order to be included in the proxy statement and proxy
relating to the meeting.
The person presiding at the next annual meeting may refuse to permit to be
brought before the meeting any shareholder proposal not made in compliance with
Rule 14a-8, under the Securities and Exchange Act of 1934, as amended.
ANNUAL REPORT
THE COMPANY IS PROVIDING TO EACH SHAREHOLDER OF RECORD AS OF JUNE 2, 2005,
A COPY OF THE COMPANY'S FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS, FOR THE
YEAR ENDING DECEMBER 31, 2004. A COPY OF ANY EXHIBIT TO THE COMPANY'S FORM
10-KSB MAY ALSO BE OBTAINED FROM THE COMPANY AT NO CHARGE UPON WRITTEN REQUEST
FOR EACH SUCH EXHIBIT REQUESTED. SUCH WRITTEN REQUESTS SHOULD BE SENT TO JEFF
NUNN, TRICELL, INC., 6 HOWARD PLACE, STROKE-ON-TRENT, STAFFORDSHIRE ST1 4NQ
UNITED KINGDOM
BY THE ORDER OF THE BOARD OF DIRECTORS:
/s/ Andre Salt
-----------------------------------
Andre Salt, Chief Executive Officer
June 9, 2005
8
TRICELL, INC.
6 HOWARD PLACE, STROKE-ON-TRENT,
STAFFORDSHIRE ST1 4NQ UNITED KINGDOM
***PROXY***
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Andre Salt as Proxy, with full power of
substitution and revocation, the true and lawful attorney and proxy of the
undersigned at the Annual Meeting of Shareholders (the "Meeting") of the Company
to be held Tuesday, June 21, 2005 at 11:00 a.m., at the Quality Inn, 66 Trinity
Street, Stoke-on-trent, Staffordshire, ST1 5NB, or any adjournments thereof, to
vote the shares of Common Stock of the Company standing in the name of the
undersigned on the books of the Company, or such shares of Common Stock of the
Company as the undersigned may otherwise be entitled to vote on the record date
for Meeting with all powers the undersigned would possess if personally present
at the Meeting, with respect to the matters set forth below and described in the
Notice of the Annual Meeting of Shareholders dated June 9, 2005, and the
accompanying Proxy Statement of the Company.
1. ELECTION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL
SHAREHOLDERS MEETING.
[ ] For all nominees listed below (except as marked to the contrary)
For the nominee Against the nominee Abstain
1. Andre Salt [ ] [ ] [ ]
2. Paul Langley [ ] [ ] [ ]
3. Nicholas Topham [ ] [ ] [ ]
2. ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.
[ ] For Proposal 2 [ ] Against Proposal 2 [ ] Abstain
In His Discretion, the Proxy Is Authorized to Vote upon Such Other
Business That May Properly Come Before the Meeting. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL PROPOSALS LISTED. IF NO DIRECTIONS ARE GIVEN BY THE
PERSON(S) EXECUTING THIS PROXY, THE SHARES WILL BE VOTED IN FAVOR OF ALL LISTED
PROPOSALS. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER, AND UNLESS OTHERWISE SPECIFIED,
THE SHARES WILL BE VOTED FOR ALL PROPOSALS. Please sign exactly as your name
appears on your certificate. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such and submit powers of attorney or other
appropriate document. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. If you have had a change of address,
please print or type your new address here:
DATED , 2005
-----------------------
- ------------------------------ -------------------- ----------------------
PLEASE PRINT OR TYPE YOUR NAME SIGNATURE NUMBER OF SHARES VOTED
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY TO THE ADDRESSEE IN THE ENCLOSED
STAMPED ENVELOPE.
9