UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Sec.240.14a-12
SOIL BIOGENICS LIMITED
- ----------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ----
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
1 of 16
DEFINITIVE PROXY STATEMENT
SOIL BIOGENICS LIMITED
MARQUES DE URQUIJO 5, 5 B,
28008 MADRID, SPAIN
NOTICE AND PROXY STATEMENT FOR
Annual Meeting of Stockholders to be held September 10, 2004
To the Shareholders of Soil Biogenics Limited:
NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Shareholders (the "Annual
Meeting") of Soil Biogenics Limited, a company incorporated in the British
Virgin Islands (the "Company"), will be held at Marques de Urquijo 5, 5 B,
28008 Madrid, Spain on Friday September 10, 2004 at 9:00 a.m. for the following
purposes:
1. To elect two directors to the Board of Directors to serve for a
one-year term;
2. To ratify the appointment of Moore Stephens Ellis Foster Ltd. as
independent accountants for the Company.
3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
The Board of Directors has fixed the close of business on August 13, 2004
as the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only shareholders of the Company's Common Stock of record at the close of
business on the Record Date are entitled to notice of and to vote at the Annual
Meeting. Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy. The stock transfer books will not be closed. A copy of
the Company's 2003 Annual Report to Shareholders, which includes audited
financial statements, is enclosed. A list of shareholders entitled to vote at
the Annual Meeting will be available for examination at the offices of the
Company for ten (10) days prior to the Annual Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly which is being solicited by
the Board of Directors so that your shares of stock may be represented and voted
in accordance with your wishes and in order that the presence of a quorum may be
assured at the meeting. Your proxy will be returned to you if you should be
present at the Annual Meeting and should request its return in the manner
provided for revocation of proxies on the initial page of the enclosed proxy
statement. All proxies that are properly executed and received prior to the
meeting will be voted at the meeting. If a stockholder specifies how the proxy
is to be voted on any business to come before the meeting it will be voted in
accordance with such specification. If a stockholder does not specify how to
vote the proxy it will be voted FOR each matter scheduled to come before the
meeting and in the proxy holders' discretion on such other business as may
properly come before the meeting. Any proxy may be revoked by a stockholder at
any time before it is actually voted at the meeting by delivering written notice
to the secretary or acting secretary of the meeting, by delivering another valid
proxy bearing a later date or by attending the meeting and voting in person.
By Order of the Board of Directors
/s/ Agustin Gomez de Segura
- ----------------------------
Agustin Gomez de Segura
President and Director
August 13, 2004
2 of 16
DEFINITIVE PROXY STATEMENT
SOIL BIOGENICS LIMITED
MARQUES DE URQUIJO 5, 5 B,
28008 MADRID, SPAIN
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 10, 2004
SOLICATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Soil Biogenics Limited, a company incorporated in the British Virgin Islands
(the "Company"), to be voted at the 2004 Annual Meeting of Shareholders of the
Company (the "Annual Meeting") to be held on September 10, 2004 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Shareholders (the "Notice") and at any adjournment(s) thereof. When proxies in
the accompanying form are properly executed and received, the shares of Common
Stock of the Company, without par value (the "Common Stock"), represented
thereby will be voted at the Annual Meeting in accordance with the directions
noted thereon; if no direction is indicated, such shares will be voted for the
election of directors and in favor of the other proposals set forth in the
Notice.
Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed to stockholders on or about August 23, 2004. A condensed version of
the Company's Annual Report on Form 20-F (the "2003 Form 20-F"), serves as the
Annual Report to Shareholders and covers the Company's fiscal year ended
December 31, 2003, is enclosed herewith, and certain parts thereof are
incorporated herein by reference. See "Incorporation by Reference."
Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting, by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to Agustin Gomez
de Segura, Soil Biogenics Limited, P.O. Box 48525, 595 Burrard Street,
Vancouver, B.C., Canada V6B 3Z1; no such revocation shall be effective, however,
until such notice of revocation has been received by the Company at or prior to
the Annual Meeting. Any stockholder attending the meeting in person may
withdraw his or her proxy and vote his or her shares.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
without par value (the "Common Stock"), registered in their names, be requested
to forward solicitation material to the beneficial owners of such shares of
Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual Report,
the Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
Common Stock and other costs of solicitation, are to be borne by the Company.
Solicitations will be made only by mail, provided, however, that officers and
regular employees of the Company may solicit proxies personally or by telephone
or telegram. Such persons will not be specially compensated for such services.
The Company may reimburse brokers, banks, custodians, nominees and fiduciaries
holding stock in their names or in the names of their nominees for their
reasonable charges and expenses in forwarding proxies and proxy material to the
beneficial owners of such stock.
As of August 13, 2004 the Company had 30,162,500 shares of common stock
issued and outstanding. The Common Stock of the Company has been quoted on the
NASD OTC Bulletin Board since May 1, 1997.
3 of 16
The following table sets forth the high and low bid prices for the Common
Stock for the calendar quarters indicated as reported by the NASD OTC Bulletin
Board for the last two years. These prices represent quotations between dealers
without adjustment for retail markup, markdown or commission and may not
represent actual transactions.
- -----------------------------------------------------------------------------
Period First Quarter Second Quarter Third Quarter Fourth Quarter
- -----------------------------------------------------------------------------
2004 - High $ 1.95 $ 1.95 $ 1.75 -
- -----------------------------------------------------------------------------
2004 - Low $ 1.50 $ 0.75 $ 1.49 -
- -----------------------------------------------------------------------------
2003 - High $ 1.50 $ 2.00 $ 1.70 $ 1.70
- -----------------------------------------------------------------------------
2003 - Low $ 0.75 $ 1.40 $ 0.90 $ 0.75
- -----------------------------------------------------------------------------
2002 - High $ 0.72 $ 1.00 $ 1.01 $ 0.95
- -----------------------------------------------------------------------------
2002- Low $ 0.52 $ 0.51 $ 0.55 $ 0.30
- -----------------------------------------------------------------------------
INCORPORATION BY REFERENCE
The Company's Annual Report on Form 20-F for the fiscal year ended December
31, 2003 and 2002 has been included with the proxy statement. The Company and
its subsidiaries currently have 14 employees. The section entitled "Business",
together with the consolidated financial statements for the fiscal years ended
December 31, 2003 and 2002 provide additional information concerning the
Company's business. The information set forth in the Condensed Annual Report on
Form 20-F (the "Annual Report") is important for every Shareholder to review.
The Annual Report also contains a description of real property owned by the
Company. The Section of the Annual Report entitled Item 4. Information on the
Company on pages 5 through 8 are incorporated herein by reference. The
consolidated financial statements on pages F-1 through F-19 also are
incorporated by reference
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on August 13, 2004
(the "Record Date"). On the Record Date, there were 30,162,500 shares of Common
Stock issued and outstanding, the holders of which are entitled to one vote per
share on each matter to come before the meeting. Only stockholders of record at
the close of business on August 13, 2004 will be entitled to vote at the Annual
Meeting of Stockholders.
Each shareholder of Common Stock is entitled to one vote on all matters to
be acted upon at the Annual Meeting and neither the Company's Articles of
Incorporation (the "Articles of Incorporation") nor its Bylaws (the "Bylaws")
allow for cumulative voting rights. The presence, in person or by proxy, of the
holders of thirty-three and one third percent (33 1/3%) of the issued and
outstanding Common Stock entitled to vote at the meeting is necessary to
constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the shareholders entitled to vote thereat,
present in person or by proxy, may adjourn the Annual Meeting from time to time
without notice or other announcement until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a
plurality of the shares of Common Stock voting at the meeting is required for
the election of each of the nominees for director, and the affirmative vote of
the holders of a majority of the shares of Common Stock voting at the meeting is
required for approval of the increase in the total Common Stock.
Voting rights are non-cumulative. Thirty-three and one third percent (33
1/3%) of the outstanding shares entitled to vote at the Annual Meeting of the
Stockholders will constitute a quorum at the meeting. Abstentions and broker
non-votes will be counted for purposes of determining a quorum, but will not be
counted as voting for purposes of determining whether a proposal has received
the necessary number of votes for approval of the proposal.
Directors are elected by plurality vote. The ratification of the
appointment of Moore Stephens Ellis Foster Ltd. will require the affirmative
vote of a majority of the Common Stock represented at the meeting and entitled
to vote on the proposal. Abstentions and broker non-votes will not be counted
in the election of directors or in determining whether such ratification has
been given.
Under applicable provisions of the International Business Companies Act of
the Territory of the British Virgin Islands, shareholders are not entitled to
dissenters' rights or appraisal rights with respect to the matters to be
considered and voted upon at the Annual Meeting of Stockholders.
4 of 16
SUMMARY
The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this proxy statement and the exhibits hereto.
THE MEETING
DATE, TIME AND PLACE OF THE ANNUAL MEETING
The Annual Meeting of Soil Biogenics Limited is scheduled to be held on
September 10, 2004, at 9:00 a.m., at Marques de Urquijo 5, 5 B, 28008 Madrid,
Spain. See "Solicitation and Revocability of Proxies."
RECORD DATE
Only holders of record of shares of Common Stock at the close of business
on August 13, 2004 are entitled to receive notice of and to vote at the Annual
Meeting.
VOTE REQUIRED
Assuming the presence of a quorum at the Annual Meeting, the affirmative
vote of the holders of a plurality of the shares of Common Stock represented and
voting at the Annual Meeting is required for (i) the election of each nominee
for director of the Company (ii) ratification of the appointment of Moore
Stephens Ellis Foster Ltd. as the independent public accountants of the Company
and (iii) to transact such other business as may properly come before the
meeting and any adjournments thereof.
ACCOUNTANTS
Moore Stephens Ellis Foster Ltd., have been selected by the Company to act
as the principal accountant for 2004. Moore Stephens Ellis Foster Ltd. has been
the accountant for the Company since February 7, 2000. It is not expected that
the representatives of Moore Stephens Ellis Foster Ltd. will attend the annual
shareholders' meeting and will not be available to answer questions from the
shareholders.
RECOMMENDATIONS
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL 1")
FOR RATIFICATION OF THE INDEPENDENT PUBLIC ACCOUNTANTS ("PROPOSAL 2") AND TO
TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF ("PROPOSAL 3").
5 of 16
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting of Stockholders, the entire Board of Directors,
consisting of two members, is to be elected. In the absence of instructions to
the contrary, the shares of Common Stock represented by a proxy delivered to the
Board of Directors will be voted FOR the two nominees named below. Two of the
nominees named below are presently serving as Directors of the Company and each
is anticipated to be available for election and able to serve. However, if any
such nominee should decline or become unable to serve as a Director for any
reason, votes will be cast instead for a substitute nominee designated by the
Board of Directors or, if none is so designated, will be cast according to the
judgment in such matters of the person or persons voting the proxy.
The tables below and the paragraphs that follow present certain information
concerning the nominees for Director and the executive officers of the Company.
Each elected Director will serve until next annual meeting of stockholders and
until his successor has been elected and qualified. Officers are elected by and
serve at the discretion of the Board of Directors. None of the Company's
Directors or executive officers has any family relationship with any other
Director or executive officer.
- ----------------------------------------------------------------------------------------------------
SHARES OF COMMON
POSITIONS EXECUTIVE OFFICER/ STOCK BENEFICIALLY
NAME AGE WITH COMPANY DIRECTOR SINCE OWNED AS OF PERCENT OF
AUGUST 13, 2004 CLASS
(1)((2) (3)
- ----------------------------------------------------------------------------------------------------
NOMINEES FOR DIRECTORS:
- ----------------------------------------------------------------------------------------------------
Agustin Gomez de Segura 49 Director 07/2003 2,000,000 6.631%
- ----------------------------------------------------------------------------------------------------
Alexander Becker 43 Director 07/2003 2,084,040 6.909%
- ----------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS:
- ----------------------------------------------------------------------------------------------------
Agustin Gomez de Segura 49 President 7/2003 2,000,000 6.631%
- ----------------------------------------------------------------------------------------------------
All Directors and executive officers as a group 4,084,040 13.540%
- ----------------------------------------------------------------------------------------------------
(1) The persons named below have sole voting and investment power with
respect to the shares.
(2) No securities were authorized for issuance under equity compensation
plans.
(3) The listed beneficial owners do not have the right to acquire any
common shares within the next sixty days, through the exercise of
options, warrants, rights, conversion privilege or similar
obligations.
BUSINESS EXPERIENCE OF NOMINEES
Agustin Gomez de Segura
Age 49, banker and private investor and developer of new companies.
Alexander Becker
Age 43, director of several Russian companies involved in metallurgy, textiles
and trading.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE, OF THE
EXCHANGE ACT OF 1934.
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who have more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten percent shareholders are
required by the SEC regulation to furnish the Company with copies of all Section
16 (a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that all filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
6 of 16
EXECUTIVE COMPENSATION
(A) GENERAL
The following table sets forth information concerning the compensation of
the named executive officers for each of the registrant's last three completed
fiscal years:
- ------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG - TERM COMPENSATION
---------------------------------------------
AWARDS PAYMENTS
------------------------------------------------------------------------------------
SECURITIES
(a) OTHER UNDER- ALL
NAME AND (b) ANNUAL RESTRICTED LYING OTHER
PRINCIPAL COMPEN- STOCK OPTIONS/ LTIP COMPEN-
POSITION (c) Year (d) Salary (e) Bonuses SATION AWARD(S) SARS PAYOUTS SATION
($) ($) ($) ($) (=) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ------------------------------------------------------------------------------------------------------------
Agustin
Gomez de 2003 Nil -0- -0- None None None -0-
Segura
- ------------------------------------------------------------------------------------------------------------
President 2002 Nil -0- -0- None None None -0-
and
- ------------------------------------------------------------------------------------------------------------
Director 2001 Nil -0- -0- None None None -0-
- ------------------------------------------------------------------------------------------------------------
On July 1, 2003 Mr. Cameron Richardson resigned from the Board of Directors
and as President of the Company to pursue other interests. On July 1, 2003 Mr.
Agustin Gomez de Segura was appointed to the Board of Directors of the
Corporation and President of the Company.
(B) OPTIONS/SAR GRANTS TABLE
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs")
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers;
- -------------------------------------------------------------------------------------------------
OPTION/SAR GRANTS IN FISCAL YEARS 2003
(Individual Grants)
- -------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS/
SECURITIES SARS GRANTED EXERCISE OR
NAME UNDERLYING TO EMPLOYEES BASE PRICE
(a) OPTION/SARS IN FISCAL ($/Sh) (F) EXPIRATION DATE
GRANTED (#) YEAR (d) (M/D/Y)
(b) (c) (e)
- -------------------------------------------------------------------------------------------------
Agustin Gomez de Segura (1) None None None None
- -------------------------------------------------------------------------------------------------
Note 1. No options were awarded in 2003.
(C) AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR
VALUE TABLE
The following table sets forth information concerning each exercise of
stock options (or tandem SARs) and freestanding SARs during the last completed
fiscal year by each of the named executive officers and the fiscal year-end
value of unexercised options and SARs, on an aggregated basis:
7 of 16
- ------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
a) OPTION/SAR VALUES
- ------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS
ACQUIRED VALUE AT FY-END ($) AT FY-END ($0.52)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------
Agustin Gomez de Segura None None None -0-
- ------------------------------------------------------------------------------------
(D) LONG-TERM INCENTIVE PLANS ("LTIP") AWARDS TABLE
The Company does not have a Long-term Incentive Plan.
(E) COMPENSATION OF DIRECTORS
The Company does not pay a fee to its outside, non-officer directors. The
Company reimburses its directors for reasonable expenses incurred by them in
attending meetings of the Board of Directors. During fiscal 2003 non-officers
directors received a total of $0 in consulting fees.
(F) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.
None of the Company's officers or directors was party to an employment
agreement with the Company.
(G) REPORT ON REPRICING OF OPTIONS/SARS.
At no time during the last completed fiscal year did the Company, while a
reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust
or amend the exercise price of the stock options or SARs previously awarded to
any of the named executive officers, whether through amendment, cancellation or
replacement grants, or any other means.
(H) MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board has ultimate responsibility for supervising the conduct of the
Company's affairs and the management of its business. The principal objective
of the Board is to protect and enhance Shareholder value over the long term.
Although the Board has delegated to management responsibility for the day-to-day
operations of the Company, the Board has ultimate responsibility for the
stewardship of the Company. Board members generally serve until the next annual
meeting and do not have service contracts.
The Board's duties include overseeing strategic planning, reviewing and
assessing principal risks to the Company's business and approving risk
management strategies, supervising and evaluating management, authorizing
significant expenditures, ensuring timely and effective communication with
Shareholders, and overseeing the Company's internal controls and information
systems.
The Board's duties also include planning and monitoring activities of
senior management. In considering and making appointments of senior management,
the Board considers it appropriate, where relevant, to address succession and
planning issues. In appointing senior management, the Board considers as a
necessary requirement of such appointments that such personnel be qualified to
carry out the duties and responsibilities relating to the appointed positions
and thus, apart from monitoring, assessing and providing feedback to senior
management, the Board does not consider it necessary to engage in specifically
training senior management. The Board met four (4) times during 2003.
The duties of the Committees of the Board of Directors are as follows:
8 of 16
EXECUTIVE COMMITTEE
The Executive Committee has the full authority of the Board of Directors to
take action upon such matters as may be referred to the Committee by the Board
of Directors.
AUDIT COMMITTEE
The Audit Committee meets with the independent public accountants at least
annually to review the scope of the independent audit, the appropriateness of
the accounting policies, the adequacy of internal controls and address issues
relevant to the operation of the Company. The Board of Directors has not adopted
a written charter for the audit committee. Alexander Becker is the independent
member of the committee.
COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee receives and considers
recommendations from the chief executive officer for salaries and other forms of
compensation for the executive officers and makes recommendations to the Board
of Directors on these matters. Alexander Becker is the independent member of
the committee.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The responsibilities of the Nominating and Corporate Governance Committee
include: nominates individuals to stand for election as directors, considers
recommendations by our stockholders of potential nominees for election as
directors, initial review of policy issues regarding the size and composition of
the Board of Directors, and makes recommendations to our board concerning the
structure of our board and corporate governance matters. The nominating
committee does not have a charter. Alexander Becker is the independent member
of the committee.
During the fiscal year ended December 31, 2003 and the period ended August
13, 2004 the entire board of directors acted as the Company's Audit Committee,
Compensation Committee, Nominating and Corporate Governance Committees. During
2003 and the period ended August 13, 2004, the Compensation and Benefits
Committee held one meeting and the audit committee held two meetings. During
2003 and the period ended August 13, 2004 the audit committee reviewed the
fiscal 2003 interim unaudited financial statements, and the December 31, 2003
year-end audited financial statements.
INTERNAL CONTROLS AND PROCEDURES
Within 90 days prior to the date of the Company's Annual report on Form
20-F, the Company completed an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures. Disclosure controls and
procedures are designed to ensure that the material financial and non-financial
information, required to be disclosed on Form 20-F and Form 6-K and filed with
the Securities and Exchange Commission is recorded, processed, summarized and
reported in a timely manner. Based on the foregoing, the Company's management,
including the President and Chief Financial Officer, have concluded that the
Company's disclosure controls and procedures (as defined in Rules 240.13a-15 or
240.15d-15 of the Securities Exchange Act of 1934, as amended) are effective.
There have been no significant changes in our internal controls, or in
other factors, that could significantly affect these controls subsequent to the
date of the evaluation hereof. No corrective actions were taken, therefore,
with regard to significant deficiencies and material weaknesses.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of the two
directors. Alexander Becker is the independent Director serving on the Audit
Committee. Mr. Becker is the Chairman of the Audit Committee and satisfies the
current requirements of the NASD OTC Bulletin Board relating to the independence
and the qualifications of members of the Audit Committee. The Board of
Directors has not adopted a written charter for the Audit Committee.
The responsibilities of the Audit Committee include recommending to the
Board of Directors an accounting firm to be engaged as the Company's independent
accountants. Management is responsible for the Company's financial statements
and the financial reporting process, including the system of internal controls.
The independent
9 of 16
accountants are responsible for expressing an opinion on the conformity of those
audited financial statements with accounting principles generally accepted in
the United States. The Audit Committee's responsibility is to oversee these
processes and the activities of the Company's internal audit department.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Company's financial statements were prepared in accordance
with generally accepted accounting principles, and the Audit Committee has
reviewed and discussed the financial statements with management and the
independent accountants. The Audit Committee has received and reviewed the
written disclosures and letter from the independent auditors required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees", as amended and have discussed with the independence auditors
their independence from the Company and management. The Audit Committee has also
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication with Audit Committees",
as amended.
In addition, the Audit Committee discussed with the independent auditors
the overall scope and plans for the audit. The Audit Committee met jointly with
the independent auditors and management to discuss the results of the auditors'
examination, the auditors' understanding and evaluation of the Company's
internal controls which the auditors considered necessary to support their
opinion on the financial statements for the year 2003, and various factors
affecting the overall quality of accounting principles as applied in the
Company's financial reporting. The independent auditors also met with the
committee without management being present to discuss these matters. The Audit
Committee also considered the compatibilities of non-audit services with the
accountants' independence.
In fulfilling its oversight responsibilities, the Audit Committee has
reviewed and discussed with management and the independent auditors the
Company's audited financial statements contained in the Company's Annual Report
on Form 20-F for the year ended December 31, 2003. The Audit Committee
recommended that the Board of Directors include the audited financial statements
in the Company's Annual Report on Form 20-F for the year ended December 31,
2003, as filed with the Securities and Exchange Commission.
This report is submitted by the Audit Committee. Its members are:
Agustin Gomez de Segura
Alexander Becker
(I) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The proposed business of the Company raises potential conflicts of
interests between the Company and certain of its officers and directors.
Certain of the directors of the Company are directors of other companies
and, to the extent that such other companies may participate in ventures in
which the Company may participate, the directors of the Company may have a
conflict of interest in negotiating and concluding terms regarding the extent of
such participation. In the event that such a conflict of interest arises at a
meeting of the directors of the Company, a director who has such a conflict will
abstain from voting for or against the approval of such participation or such
terms. In appropriate cases, the Company will establish a special committee of
independent directors to review a matter in which several directors, or
Management, may have a conflict. From time to time, several companies may
participate in the joint ventures thereby allowing for their participation in
larger programs, involvement in a greater number of programs and reduction of
the financial exposure with respect to any one program. It may also occur that
a particular company will assign all or a portion of its interest in a
particular program to another of these companies due to the financial position
of the company making the assignment. In determining whether the Company will
participate in a particular program and the interest therein to be acquired by
it, the directors will primarily consider the potential benefits to the Company,
the degree of risk to which the Company may be exposed and its financial
position at that time. Other than as indicated, the Company has no other
procedures or mechanisms to deal with conflicts of interest. The Company is not
aware of the existence of any conflict of interest as described herein.
(J) SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater
10 of 16
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that all filing requirements, Forms 3, 4 and 5, applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
The Company has adopted a code of ethics that applies to the Company's
principal executive officer, principal financial officer and principal
accounting officer. A copy of the Company's Corporate Governance Principles was
filed as an exhibit to the December 31, 2003 Form 20-F.
(K) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No securities were authorized for issuance under equity compensation plans.
The following tables set forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 13, 2004 by (i) each person
who is known by the Company to own beneficially more than five percent (5%) of
the Company's outstanding Common Stock; (ii) each of the Company's directors and
officers; and (iii) all directors and officers of the Company as a group. As at
August 13, 2004 there were 30,162,500 shares of Common Stock issued and
outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
- ---------------------------------------------------------------------------------------------
NAME AND ADDRESS OF AMOUNT AND PERCENTAGE OF
BENEFICIAL OWNER NATURE OF CLASS
BENEFICIAL OWNER
- ---------------------------------------------------------------------------------------------
Kastalia Ltd. 2,700,000 8.952 %
Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
(Beneficially owned by Mr. Alexander Kleimionov)
- ---------------------------------------------------------------------------------------------
Alexei Y. Sementsow 2,312,000 7.665 %
Baklayeva Str.11, App. 105, City of Kimry,
Tver Region, Russia
- ---------------------------------------------------------------------------------------------
Alexander Becker 2,084,040 6.909 %
Komsomolsky Pr. 23/7, App. 25, Moscow, Russia
- ---------------------------------------------------------------------------------------------
Norbex Holdings Ltd. 2,000,000 6.631 %
Drake Chambers, P.O. Box 3321, Road Town, Tortola,
British Virgin Islands
(Beneficially owned by Agustin Gomez de Segura)
- ---------------------------------------------------------------------------------------------
Redbridge Minerals (Overseas) Ltd. 2,000,000 6.631 %
Trident Chambers, PO Box 146, Road Town, Tortola, British
Virgin Islands
(Beneficially owned by Mrs. Antonina Tsykova)
- ---------------------------------------------------------------------------------------------
The listed beneficial owner does not have the right to acquire any common
shares within the next sixty days, through the exercise of options, warrants,
rights, conversion privilege or similar obligations.
All shareholders have the same voting rights.
11 of 16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ----------------------------------------------------------------------------
OFFICERS AND DIRECTORS SHARES OF COMMON APPROXIMATE
STOCK BENEFICIALLY PERCENTAGE
NAME OF BENEFICIAL OWNER OWNED OWNED
- ----------------------------------------------------------------------------
Norbex Holdings Ltd.
Drake Chambers, P.O. Box 3321, Road Town,
Tortola, British Virgin Islands 2,000,000 6.631 %
(Beneficially owned by Agustin Gomez de
Segura)
- ----------------------------------------------------------------------------
Alexander Becker
19a, Kuusinena Str., 2,084,040 6.909%
Moscow, Russia 125252
- ----------------------------------------------------------------------------
Total - Officers and Directors (2 persons) 4,084,040 13.540%
- ----------------------------------------------------------------------------
The listed beneficial owners do not have the right to acquire any common
shares within the next sixty days, through the exercise of options, warrants,
rights, conversion privilege or similar obligations.
For information concerning options granted to the above-mentioned
individuals see Executive Compensation - (B) Options/SAR Grants Table on page 6.
CHANGES IN CONTROL
There were no arrangements during the last completed fiscal year or
subsequent period to August 13, 2004 which would result in a change in control
of the Company.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends the ratification by the stockholders of
the appointment of Moore Stephens Ellis Foster Ltd. as the Company's independent
accountants for the fiscal year ending December 31, 2004. Moore Stephens Ellis
Foster Ltd. has been the accountant for the Company since February 7, 2000.
In the absence of instructions to the contrary, the shares of Common Stock
represented by a proxy delivered to the Board of Directors will be voted FOR the
ratification of the appointment of Moore Stephens Ellis Foster Ltd. A
representative of Moore Stephens Ellis Foster Ltd. is not expected to be
present.
AUDIT FEES:
The aggregate fees billed by Moore Stephens Ellis Foster Ltd. for
professional services for the audit of the Company's annual financial
statements, review of financial statements included in the Company's Form 20-F
and in connection with statutory and regulatory filings or engagements during
the 2003 fiscal year were $20,000 (2002 - $9,900).
AUDIT-RELATED FEES:
The aggregate fees billed to the Company for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported under audit fees by Moore
Stephens Ellis Foster Ltd. for fiscal 2003 were $ 0 (2002 - $0).
TAX FEES:
The aggregate fees billed to the Company for tax compliance, tax advice and
tax planning by Moore Stephens Ellis Foster Ltd. for fiscal 2003 were $ 0 (2002
- - $0).
12 of 16
ALL OTHER FEES:
The aggregate fees billed to the Company for products and services by Moore
Stephens Ellis Foster Ltd. for fiscal 2003 were $ 0 (2002 - $0).
The Audit Committee feels that the services rendered by Moore Stephens
Ellis Foster Ltd. are compatible with maintaining the principal accountant's
independence.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR 2003 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2005 Annual
Meeting of Shareholders should be submitted by certified mail, return receipt
requested and must be received by the Company on or before December 1, 2004 to
be eligible for inclusion in the Company's proxy statements and form of proxy
card relating to that meeting. Shareholder proposals should be submitted to the
Secretary of Soil Biogenics Limited, P.O. Box 48525, 595 Burrard Street,
Vancouver, B.C., Canada V6B 3Z1. Any such proposal should comply with the
Securities and Exchange Commission rules governing shareholder proposals
submitted for inclusion in proxy materials.
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W. Washington, D.C. 20549. The Company's
Common Stock is traded on the NASD OTC Bulletin Board under the symbol "SOBGF".
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, after the date of this Proxy Statement, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing such documents. The Company is current in its
filings. Any statement incorporated by reference herein shall be deemed to be
modified or superceded for purposes of this Proxy Statement to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this Proxy
Statement.
The Company's Annual Report on Form 20-F for the fiscal year ended December
31, 2003 and 2002, including financial statements, is being mailed together with
this Notice & Proxy Statement to the Company's stockholders of record at the
close of business on August 13, 2004.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented to
the meeting and does not intend to bring any other matters before the meeting.
However, if any other matters properly come before the meeting or any
adjournments thereof, it is intended that the persons named in the accompanying
proxy will vote thereon according to their best judgment in the interests of the
Company.
13 of 16
By Order of the Board of Directors
/s/ Agustin Gomez de Segura
- ----------------------------
Agustin Gomez de Segura
President & Director
AUGUST 13, 2004
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR COOPERATION WILL
BE APPRECIATED.
14 of 16
DEFINITIVE PROXY STATEMENT
SOIL BIOGENICS LIMITED
MARQUES DE URQUIJO 5, 5 B,
28008 MADRID, SPAIN
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON FRIDAY SEPTEMBER 10, 2004
The undersigned hereby appoints Agustin Gomez de Segura and Alexander Becker or
either of them, with full power of substitution, as proxies and hereby
authorizes them to represent and to vote, as designated below, all shares of
Common Stock of Soil Biogenics Limited held of record by the undersigned at the
close of business on August 13, 2004 at the Annual Meeting of Stockholders to be
held on September 10, 2004 and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND OTHER BUSINESS.
The Board of Directors recommends a vote FOR each of the proposals below.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed (except / / WITHHOLD AUTHORITY to
as marked to the contrary below) vote for all nominees listed
below
Agustin Gomez de Segura, Alexander Becker
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF MOORE STEPHENS ELLIS FOSTER LTD. AS
INDEPENDENT ACCOUNTANTS.
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.
/ / FOR / / AGAINST / / ABSTAIN
PLEASE DATE AND SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY.
15 of 16
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. IF A COMPANY, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AN AUTHORIZED PERSON.
PLEASE RETURN IN THE ENCLOSED ENVELOPE.
Dated: ____________________________________
__________________________________________________
Signature
__________________________________________________
Signature if held jointly
___________________________________________________
Please print name(s)
16 of 16