SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MW MEDICAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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:
MW MEDICAL, INC.
6929 E. Cheney Dr.,
Paradise Valley, AZ 85253
November 8, 2002
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of MW
Medical, Inc., which will be held on December 2, 2002 at 11:00 a.m., Pacific
Standard Time at 2300 W. Sahara Ave., Suite 500, Las Vegas, Nevada 89102.
Details of the business to be conducted at the annual meeting are given in the
attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Whether or not you attend the annual meeting it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to sign, date, and
promptly return the enclosed proxy in the enclosed postage-paid envelope. If you
decide to attend the annual meeting and vote in person, you will of course have
that opportunity.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued interest in the affairs of the Company.
Sincerely,
Jan Wallace
President
MW MEDICAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 8, 2002
To the Shareholders:
Notice is Hereby Given that the Annual Meeting of the holders of shares of
Common Stock of MW Medical, Inc. (the "Common Stock") will be held at 2300 W.
Sahara Ave., Suite 500, Las Vegas, Nevada 89102 on December 2, 2002 at 11:00
a.m., Pacific Standard Time, for the following purposes:
1. To elect directors.
2. To approve the reverse split of stock as approved by the board of directors
on October 9, 2002.
3. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on October 9, 2002 are
entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Jan Wallace, President
November 8, 2002
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO SIGN, DATE, AND
RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE
PRESENCE OF A QUORUM AT THE MEETING. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. AN ADDRESSED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE. SENDING IN YOUR PROXY WILL
NOT PREVENT YOU FROM VOTING YOUR STOCK AT THE MEETING IF YOU DESIRE TO DO SO, AS
YOUR PROXY IS REVOCABLE AT YOUR OPTION.
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MW MEDICAL, INC.
6929 E. Cheney Dr.,
Paradise Valley, AZ 85253
November 8, 2002
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD DECEMBER 2, 2002
This Proxy Statement, which was first mailed to shareholders on or about
November 8, 2002, is furnished in connection with the solicitation of proxies by
the Board of Directors of MW Medical, Inc. (the "Company"), to be voted at the
annual meeting of the shareholders of the Company (the "Annual Meeting"), which
will be held at 11:00 a.m. on December 2, 2002, at 2300 W. Sahara Ave., Suite
500, Las Vegas, Nevada 89102 for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. Shareholders who execute proxies
retain the right to revoke them at any time prior to the exercise of the powers
conferred thereby, by delivering a signed statement to the Secretary of the
Company at or prior to the annual meeting or by executing another proxy dated as
of a later date. The cost of solicitation of proxies is to be borne by the
Company.
Shareholders of record at the close of business on October 9, 2002 will be
entitled to vote at the meeting on the basis of one vote for each share held. On
October 9, 2002, there were 24,550,070 shares of common stock outstanding, held
of record by 451 shareholders.
The deadline for submittals of shareholder proposals for the next regularly
scheduled annual meeting will be not less than 120 days prior to the release
date of the proxy materials as received at the Company's principal offices by
that date. A shareholder proposal submitted outside the processes of SEC
Regulation Section 240.14a-8 will be considered untimely if received at the
principal offices of the Company on or after 45 days prior to the Company's
release of its proxy statement to shareholders.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON.
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MEETING
PLACE, DATE AND TIME
The Annual Meeting will be held at 2300 W. Sahara Ave., Suite 500, Las Vegas,
Nevada 89102, on December 2, 2002 at 11:00 a.m. Pacific Standard Time.
RECORD DATE; SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board") has fixed the close of
business on October 9, 2002 as the Record Date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. At the
Record Date, there were 24,550,070 shares of Common Stock issued and outstanding
and entitled to vote at the Annual Meeting held by approximately 453 holders of
record. Holders of Common Stock are entitled to one vote at the Annual Meeting
for each share of Common Stock held of record at the Record Date.
In addition to the solicitation of proxies by use of the mails, proxies may also
be solicited by the Company and its directors, officers and employees (who will
receive no additional compensation therefor) by telephone, telegram, facsimile
transmission or other electronic communication, and/or by personal interview.
The Company will reimburse banks, brokerage houses, custodians and other
fiduciaries who hold shares of Common Stock in their name or custody, or in the
name of nominees for others, for their out-of-pocket expenses incurred in
forwarding copies of the proxy materials to those persons for whom they hold
such shares. The Company will bear the costs of the Annual Meeting and of
soliciting proxies therefor, including the cost of printing and mailing this
Proxy Statement and related materials. The Company has spent approximately
$5,000 in legal and other expenses in the preparation of this proxy statement
and other expenses connected with the solicitation of security holders. It is
anticipated that the Company will spend an additional $5,000 in solicitation of
security holders before the meeting is held.
Any questions or requests for assistance regarding the Company's proxies and
related materials may be directed in writing to Jan Wallace at 6929 E. Cheney
Dr., Paradise Valley, AZ 85253.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, holders of Common Stock of the Company will be asked to
elect directors and approve a reverse split of the stock. See the section
entitled "Reverse Stock Split" for background and details.
VOTE REQUIRED
Twenty Five Percent (25%) of the issued and outstanding shares of Common Stock
entitled to vote as of the Record Date, represented in person or by proxy, is
required for a quorum at the Annual Meeting; however, the affirmative vote of a
majority of all outstanding voting shares in favor of the Reverse Stock Split
will be necessary to approve the action, and the nominees receiving the two
highest number of votes will be elected to the board of directors. Abstentions
may be specified and will be counted as present for the purpose of determining
the existence of a quorum.
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Shares of Common Stock that are represented by properly executed proxies, unless
such proxies shall have previously been properly revoked (as provided herein),
will be voted in accordance with the instructions indicated in such proxies. If
no contrary instructions are indicated, such shares will be voted FOR approval
of reverse stock split and FOR the nominees for the Board named herein, and in
the discretion of the persons named in the proxy as proxy appointees, as to any
other matter that may properly come before the Annual Meeting (of which the
Company is not presently aware). Shares represented by proxies that have voted
against the propositions presented at the meeting can not be used to postpone or
adjourn the meeting in order to solicit more votes for the proposition.
Under the rules of the NASD, although brokers who hold shares in a street name
have the authority to vote on certain items when they have not received
instructions from the beneficial owners, brokers will not be entitled to vote on
the approval of the Reverse Stock Split absent specific instructions. Brokers
who do not receive instructions but who are present, in person or by proxy, at
the Annual Meeting will be counted as present for quorum purposes.
It is not expected that any matters other than those referred to in this Proxy
Statement will be brought before the Annual Meeting. If other matters are
properly presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the Annual Meeting.
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the Corporate Secretary of the Company an instrument revoking the proxy;
(2) returning a duly executed proxy bearing a later date; or (3) attending the
Annual Meeting and voting in person. Attendance at the Annual Meeting will not
by itself constitute revocation of a proxy. There are no dissenters rights or
remedies for shareholders who do not agree with the outcome of the vote on the
issues to be brought at this Annual Meeting.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
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ELECTION OF DIRECTORS
One director is to be elected at the Annual Meeting, to hold office for one year
until the next annual meeting of shareholders, and until her successor is
elected and qualified. It is intended that the accompanying proxy will be voted
in favor of the following person to serve as director unless the shareholder
indicates to the contrary on the proxy. Management expects that the nominee will
be available for election, but if not, it is intended that such proxy will be
voted for the election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
NOMINEES
Name Age
- ---- ---
JAN WALLACE 47
JAN WALLACE is our president, chief executive officer and one of our directors
since our inception in December 1997. Ms. Wallace resigned as president and
chief executive officer effective October 1, 1998 but was then re-appointed on
July 9, 1999 after the resignation of then president and chief executive
officer, Paul Banko. Ms. Wallace is also employed by Dynamic Associates Inc.
and has been since April 1995, when she was elected to the board of directors
and accepted the position of chief operating officer. She is currently a
director and the president of Dynamic. Ms. Wallace was previously vice
president of Active Systems, Inc. a Canadian company specializing in SGML
Software, an ISO standard, in Ottawa, Ontario for the period from 1993 to 1994.
Before that, she was president and owner of Mailhouse Plus, Ltd., an office
equipment distribution company that was sold to Ascom Corporation. She has also
been in management with Pitney Bowes-Canada and Bell Canada where she received
its highest award in sales and marketing. Ms. Wallace was educated at Queens
University in Kingston, Ontario and Carleton University, Ottawa, Ontario in
Political Science with a minor in Economics.
INFORMATION REGARDING THE BOARD
The Company's Board of Directors (the "Board") has no Committees. The Board met
3 times during this fiscal year and as issues were raised signed several written
consents to action without meeting. All directors attended 100% of the aggregate
number of Board meetings. The current Board includes only Jan Wallace. On
November 29, 2001, Jack Friedland, Nigel Parker and Elliot Smith resigned from
the board and no one has been appointed to replace any of these positions. Neil
Marcus resigned from the board on December 31, 2001. These resignations were
reported in a Form 8K filed with the Securities and Exchange Commission on
January 11, 2001.
The directors are not currently paid for acting as members of the board, other
than receiving stock options.
The following table provides information on the annual compensation received by
the Executive Officers and Directors of the Company during the last fiscal year.
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Annual Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs (#)payouts($)tion
- ---- ----- ---- -------- ----- ------ ------- ------- --------- ----
Jan
Wallace President, 2001 $212,850 0 0 0 400,000 0 0
CEO &
Director
Grace Acting 2001 $80,853 0 0 200,000 0 0
Sim C.F.O.
Included in Ms. Wallace salary of $212,850, is deferred salary totalling
$166,550. Ms. Wallace elected to defer a portion of her salary, as the company
did not have the funds to pay her salary at that time. Ms. Wallace has also
provided the Company with all of its funding in 2001 and 2002. Ms. Sim deferred
$53,353 of her $80,853 salary for 2001. There has been no compensation paid to
either officers in 2002 to date.
Please note that the type and amount of compensation paid in 2001 may differ
materially from what is paid in 2002.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEE
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REVERSE STOCK SPLIT
Currently the Company's operations are at a standstill and its stock price is at
an all time low. Management has determined that following the completion of its
Chapter 11 bankruptcy currently supervised by the US bankruptcy court, it will
be seeking additional funding or other business relationships such as a merger
or reverse acquisition. While no such relationships or funding have been
identified as of yet, management believes that the currently large number of
issued and outstanding shares may negatively effect the consummation of any such
relationship and that a smaller number of issued and outstanding shares will
assist in management's attracting of funding sources and merger partners on
terms that will be most beneficial to the Company.
As a consequence, the board recommends that the Company's common stock undergo a
reverse split on a basis of one share for every 25 shares presently outstanding
in order to make the corporation more attractive as a target for a merger or
reverse acquisition. Approval of this reverse stock split will effectively
reduce the number of shares held by each shareholder as well as the total number
of shares outstanding.
The percentage of outstanding shares owned by each shareholder prior to the
split will remain the same. Any fractional shares created by this reverse split
will be rounded up to the next whole share. Additionally, if as a result of
the reverse split calculations, any shareholder's holdings is reduced to an
ownership of less than one share, or zero, the Company will round up that
fractional share and grant such a shareholder at least one share in the Company.
You have an opportunity to vote in favor or against this reverse stock split by
checking the appropriate box on the attached proxy card. By not checking a box
on the proxy card, you will be taken as voting in favor of the reverse stock
split.
For the reasons described above, the board recommends a vote in favor of the
reverse stock split.
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MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock of the Company is traded on the NASDAQ OTC Bulletin Board under
the trading symbol "MWMD". As of October 9, 2002, the last date on which the
Common Stock was traded prior to the fixing of the record date for voting, the
high and low sales prices of the Common Stock on the OTC Bulletin Board was
$0.01 per share and $0.01 per share, respectively. On October 9, 2002, the
latest practicable trading day before the filing of this Proxy Statement with
the SEC, the high and low sales prices of the Common Stock on the OTC Bulletin
Board were $0.01 per share and $0.01 per share, respectively.
The Company has not previously declared or paid any dividends on its common
stock and does not anticipate declaring any dividends in the foreseeable future.
The high and low closing prices of the Common Stock on the OTC Bulletin Board
during the past two fiscal years by quarter are as follows:
HIGH LOW
2000
First Quarter $4.56 $1.75
Second Quarter $2.41 $0.50
Third Quarter $1.88 $0.56
Fourth Quarter $1.09 $0.16
- --------------------------------------------------------------------------------
2001
First Quarter $0.50 $0.11
Second Quarter $0.35 $0.10
Third Quarter $0.25 $0.06
Fourth Quarter $0.10 $0.06
- --------------------------------------------------------------------------------
2002
First Quarter $0.07 $0.03
Second Quarter $0.03 $0.01
Third Quarter $0.02 $0.01
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SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of the Company's common
stock held by all persons who, to the knowledge of the Company, beneficially
owned more than five percent (5%) of the outstanding shares of the Company's
common stock as of October 9, 2002, or, in certain instances as described in the
footnotes below, as of a date of the filing by such person of a Schedule 13G
with the Securities and Exchange Commission ("Commission"). According to rules
adopted by the Commission, a person is the "beneficial owner" of securities if
he or she has, or shares, the power to vote them, or to direct their investment,
or has the right to acquire beneficial ownership of such securities within 60
days. Unless otherwise indicated, all persons have sole voting and investment
power over all shares beneficially owned.
Name and address Amount of Percent
Title of class of beneficial owner Beneficial ownership of class*
- -------------- ------------------- -------------------- ---------
Common Stock Value Management 1,661,087 6.8%
& Research AG
Am Kronberger Hang 5
D-65824 Schwalbach
Germany
Common Stock Deutche Banc Alex Brown 1,410,534 5.8%
375 West Padonia Road
Timonium, Md 21093
- --------------------------------------------------------------------------------
The Company knows of no other person who is the beneficial owner of more than
five percent of the Company's common stock.
SECURITY OWNERSHIP OF CERTAIN MANAGEMENT OF THE COMPANY
The following table sets forth information, as of October 9, 2002, concerning
the Company's common stock owned by: (i) each director; (ii) the Chief Executive
Officer and the other executive officers of the Company who earned more than
$100,000 during fiscal 2001 and were serving as executive officers at the end of
fiscal 2001; and (iii) all directors and officers of the Company as a group.
According to rules adopted by the Commission, a person is the "beneficial owner"
of securities if he or she has, or shares, the power to vote them, or to direct
their investment, or has the right to acquire beneficial ownership of such
securities within 60 days. Unless otherwise indicated, all persons have sole
voting and investment power over all shares beneficially owned.
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Type of Stock Officer or Director Number of Shares Percent
- ------------- ------------------- ---------------- -------
Common Stock Jan Wallace 2,900,000 (1) 11.8%
(President and Director)
P.O. BOX 5383,
Scottsdale, AZ 85261
Common Stock Grace Sim 50,000 (2) 0.2%
(Acting CFO)
P.O. Box 5383
Scottsdale, AZ 85261
Common Stock All Officers and Directors 2,950,000 12.0%
as a Group (2 persons)
* Based on 24,550,070 shares of common stock outstanding as of October 9, 2002.
(1) Ms. Wallace also holds stock options to purchase 400,000 shares at a price
of $0.30.
(2) Ms. Sim also holds stock options to purchase 200,000 shares at a price of
$0.30.
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
Upon appointment by the Board, Smith & Company, independent public accountants,
audited and reported on the consolidated financial statements of the Company and
its subsidiaries for the fiscal year ended December 31, 2001. Such financial
statements can be found in the Company's 10KSB filed on May 15, 2002 and are
incorporated by reference in this Proxy Statement. Representatives of Smith &
Company are not expected to be present at the Annual Meeting.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission, are
incorporated herein by reference:
(i) the Company's Annual Report filed on Form 10-KSB, filed with the
Commission on May 15, 2002, for the fiscal year ended December 31,
2001;
(ii) the Company's Quarterly Reports filed on Form 10-QSB on May 20, 2002
and August 19, 2002.
The following documents, attached hereto, are incorporated herein by reference:
Exhibits
- --------
None
All reports and definitive proxy or information statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Proxy Statement and prior to the date of the Annual Meeting
shall be deemed to be incorporated by reference into this Proxy Statement from
the dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated in this Proxy Statement shall be
deemed to be modified or superseded for purposes of this Proxy Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference modifies or
supersedes such statement.
A copy of the documents incorporated herein by reference (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) that are not presented with this document or
delivered herewith, will be provided without charge to each person, including
any beneficial owner, to whom a Proxy Statement is delivered, upon oral or
written request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Corporate Secretary at the
address set forth below in "Other Matters."
ANNUAL MEETING
The 2002 Annual Meeting of Shareholders of the Company will be held on December
2, 2002 at 11:00 a.m., at 2300 W. Sahara Ave., Suite 500, Las Vegas, Nevada
89102.
OTHER MATTERS
The Board, as of October 9, 2002 was not aware of any matters to be presented
for action at the Annual Meeting other than the election of directors and the
approval of the reverse stock split, and do not intend to bring any other
matters before the Annual Meeting. If any other matters properly come before the
meeting, however, or any adjournment thereof, the person or persons voting the
proxies will vote in accordance with their best judgment.
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A copy of the Company's 2001 Annual Report on Form 10-KSB, incorporating the
Company's audited financial statements for the year ended December 31, 2001, as
required to be filed with the Commission will be provided upon written request
without charge to any shareholder whose proxy is being solicited by the Board.
The written request should be directed to the President of the Company, 6929 E.
Cheney Dr., Paradise Valley, AZ 85253.
BY ORDER OF THE BOARD OF DIRECTORS
OF MW MEDICAL, INC.
_______________________________
JAN WALLACE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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MW MEDICAL, INC.
PROXYFOR ANNUAL MEETING OF THE SHAREHOLDERS OF MW MEDICAL, INC.THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JAN WALLACE with full power of substitution, as
proxies to vote the shares which the undersigned is entitled to vote at the
Annual Meeting of the Company to be held at 2300 W. Sahara Ave., Suite 500, Las
Vegas, Nevada 89102, on December 2, 2002 at 11:00 a.m. Pacific Standard Time,
and at any adjournments thereof.
Please mark your votes as indicated [X]
Number of Shares covered by this Proxy: ________________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 and 2.
1. Election of directors: Jan Wallace
FOR Election NOT FOR Election
of director of director
[_] [_]
Except vote withheld from following nominee(s) listed above.
___________________________
2. Reverse Stock Split
FOR Split NOT FOR Split
[_] [_]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. 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 corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Signature(s) Dated: ________________, 2002
___________________________ ___________________________
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