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:
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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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[ ] 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
DEFINITIVE PROXY STATEMENT
SOIL BIOGENICS LIMITED
MARQUES DE URQUIJO 5, 5 Deg B,
28008 MADRID, SPAIN
NOTICE AND PROXY STATEMENT FOR
Annual Meeting of Stockholders to be held June 22, 2006
To the Shareholders of Soil Biogenics Limited:
NOTICE IS HEREBY GIVEN that the 2006 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 the Blue Horizon Hotel, 1225
Robson Street, Vancouver, BC, Canada, V6E 1C3 on Thursday June 22, 2006 at 2:30
p.m. (Vancouver time) 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 Peterson Sullivan PLLC 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 May 26, 2006 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 2005 Annual Report to Shareholders, which includes audited
financial statements, will be mailed to shareholders separately. 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
May 26, 2006
2
DEFINITIVE PROXY STATEMENT
SOIL BIOGENICS LIMITED
MARQUES DE URQUIJO 5, 5 Deg B,
28008 MADRID, SPAIN
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 22, 2006
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 2006 Annual Meeting of Shareholders of the
Company (the "Annual Meeting") to be held on June 22, 2006 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 June 9, 2006. The Company's Annual
Report on Form 20-F (the "2005 Form 20-F"), serves as the Annual Report to
Shareholders and covers the Company's fiscal year ended December 31, 2005, will
be mailed separately to the May 26, 2006 shareholders of record, 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.
3
As of May 26, 2006 the Company had 31,162,500 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.
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.
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Period First Quarter Second Quarter Third Quarter Fourth Quarter
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2006 - High $2.09 $2.75 (1) - -
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2006 - Low $1.00 $1.45 (1) - -
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2005 - High $2.35 $2.35 $2.35 $2.40
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2005 - Low $1.25 $1.96 $1.70 $1.35
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2004 - High $1.95 $1.95 $1.75 $1.85
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2004 - Low $1.50 $0.75 $1.49 $1.45
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<FN>
(1) The high and low bid prices for our Common Stock for the Second Quarter of
2006 were for the period April 1 to May 26, 2006.
INCORPORATION BY REFERENCE
The Company and its subsidiaries currently have 24 employees. The December
31, 2005 Form 20-F, together with the consolidated financial statements for the
fiscal years ended December 31, 2005 and 2004 provide additional information
concerning the Company's business. The information set forth in the 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.
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 May 26, 2006 (the
"Record Date"). On the Record Date, there were 31,162,500 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 May 26, 2006 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 Peterson Sullivan PLLC 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.
4
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.
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
June 22, 2006, at the Blue Horizon Hotel, 1225 Robson Street, Vancouver, BC,
Canada V6E 1C3 on Thursday June 22, 2006 at 2:30 p.m. (Vancouver time). See
"Solicitation and Revocability of Proxies."
RECORD DATE
Only holders of record of shares of Common Stock at the close of business
on May 26, 2006 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 Peterson
Sullivan PLLC 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
Peterson Sullivan PLLC, have been selected by the Company to act as the
principal accountant for 2006. Peterson Sullivan PLLC has been the accountant
for the Company since May 5, 2006. It is not expected that the representatives
of Peterson Sullivan PLLC 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
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.
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SHARES OF COMMON
POSITIONS EXECUTIVE STOCK BENEFICIALLY PERCENT
NAME AGE WITH COMPANY OFFICER/ OWNED AS OF OF CLASS
DIRECTOR SINCE MAY 26, 2006
(1)((2) (3)
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NOMINEES FOR DIRECTORS:
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Agustin Gomez de Segura 52 Director 07/2003 2,000,000 6.418%
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Alexander Becker 45 Director 07/2003 2,084,040 6.688%
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EXECUTIVE OFFICERS:
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Agustin Gomez de Segura 52 President 7/2003 2,000,000 6.642%
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All Directors and executive
officers as a group 4,084,040 13.106%
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<FN>
(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 52, banker and private investor and developer of new companies.
Alexander Becker
Age 45, director of several Russian companies involved in metallurgy, textiles
and trading.
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:
6
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LONG-TERM COMPENSATION
ANNUAL COMPENSATION --------------------------------------------
AWARDS PAYMENTS
-------------------------------------------------------------------------
SECURITIES
OTHER UNDER- ALL
NAME AND ANNUAL RESTRICTED LYING OTHER
PRINCIPAL COMPEN- STOCK OPTIONS/ LTIP COMPEN-
POSITION Year Salary Bonuses SATION AWARD(S) SARS PAYOUTS SATION
($) ($) ($) ($) (=) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- --------------------------------------------------------------------------------------------
Agustin
Gomez de 2005 Nil -0- -0- None None None -0-
Segura --------------------------------------------------------------------------------
President 2004 Nil -0- -0- None None None -0-
and --------------------------------------------------------------------------------
Director 2003 Nil -0- -0- None None None -0-
- --------------------------------------------------------------------------------------------
None of our officers or directors was party to an employment agreement with
us. During the fiscal year ending December 31, 2005 the entire board of
directors acted as our compensation committee and audit committee.
(B) OPTIONS/SAR GRANTS TABLE
The following table sets forth information concerning individual grants of
stock options (whether or not in tandem with stock appreciation rights ("SARs")
and freestanding SARs made during the last completed fiscal year to each of the
named executive officers;
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
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PERCENT OF
NUMBER OF TOTAL OPTIONS/
SECURITIES SARS GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR
OPTION/SARS IN FISCAL BASE PRICE (A)EXPIRATION DATE
NAME GRANTED (#) YEAR ($/Sh) (M/D/Y)
(a) (b) (c) (d) (e)
- ---------------------------------------------------------------------------------------------
Agustin Gomez de Segura (1) None None None None
- ---------------------------------------------------------------------------------------------
Note 1. No options were awarded in 2005 or 2004.
(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
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
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 ($2.10)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
(a) (b) (c) (d) (e)
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Agustin Gomez de Segura None None None -0-
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(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 2005 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
8
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. There were four regularly scheduled Board meetings during the fiscal
year ended December 31, 2005. All Directors were in attendance, either in person
or by phone, at all Board meetings and Committee meetings. Our board consists of
two members.
The duties of the Committees of the Board of Directors are as follows:
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, 2005 and the period ended May 26,
2006 the entire board of directors acted as the Company's Audit Committee,
Compensation Committee, Nominating and Corporate Governance Committees. During
2005 and the period ended May 26, 2006, the Compensation and Benefits Committee
held one meeting and the audit committee held two meetings. During 2005 and the
period ended May 26, 2006 the audit committee reviewed the December 31, 2004
year-end audited financial statements.
INTERNAL CONTROLS AND PROCEDURES
On March 31, 2006 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.
9
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 our independent
accountants. Management is responsible for our financial statements and the
financial reporting process, including the system of internal controls. The
independent 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 our 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 our financial statements were prepared in accordance with United
States of America generally accepted accounting principles ("US GAAP"), 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 us 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 our internal controls
which the auditors considered necessary to support their opinion on the
financial statements for the year 2005, and various factors affecting the
overall quality of accounting principles as applied in our 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.
This report is submitted by the Audit Committee. Its members are:
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
10
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.
There have been no transactions or proposed transactions with promoters
during the last two years to which we are or were a party.
(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 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.
(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 May 26, 2006 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
May 26, 2006 there were 31,162,500 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 8.664 %
Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
(Beneficially owned by Mr. Alexander Kleimionov)
- ---------------------------------------------------------------------------------------------
Alexei Y. Sementsow 2,312,000 7.419 %
Baklayeva Str.11, App. 105, City of Kimry,
Tver Region, Russia
- ---------------------------------------------------------------------------------------------
Alexander Becker 2,084,040 6.688 %
Komsomolsky Pr. 23/7, App. 25, Moscow, Russia
- ---------------------------------------------------------------------------------------------
Norbex Holdings Ltd. 2,000,000 6.418 %
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 6.418 %
Trident Chambers, PO Box 146, Road Town, Tortola,
British Virgin Islands
(Beneficially owned by Mrs. Antonina Tsykova)
- ---------------------------------------------------------------------------------------------
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- ---------------------------------------------------------------------------------------------
Officers and Directors
- ---------------------------------------------------------------------------------------------
Norbex Holdings Ltd. 2,000,000 6.418 %
Drake Chambers, P.O. Box 3321, Road Town, Tortola,
British Virgin Islands
(Beneficially owned by Agustin Gomez de Segura)
- ---------------------------------------------------------------------------------------------
Alexander Becker 2,084,040 6.688%
19a, Kuusinena Str.,
Moscow, Russia 125252
- ---------------------------------------------------------------------------------------------
Total - Officers and Directors (2 persons) 4,084,040 13.106%
- ---------------------------------------------------------------------------------------------
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 May 26, 2006 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 Peterson Sullivan PLLC as our independent accountants for the
fiscal year ending December 31, 2006. Peterson Sullivan PLLC has been our
accountant since May 5, 2006. Prior to May 5, 2006, Ernst & Young LLP had been
our certifying accountant since the merger of Moore Stephens International
member firm Ellis Foster with Ernst & Young LLP in May 2005. Moore Stephens
International member firm Ellis Foster Ltd. has been our certifying accountant
since March 2000.
Effective May 5, 2006, we dismissed our prior independent public
accountant, Ernst & Young LLP and retained as our new independent public
accountant Peterson Sullivan PLLC. Ernst & Young LLP report on our financial
statements during the most recent fiscal year contained no adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles, except that the report was qualified as to the
Company's ability to continue as a going concern.
During the last two fiscal years and the subsequent interim period through
May 5, 2006, there were no disagreements between the Company, Ernst & Young LLP
and Moore Stephens Ellis Foster Ltd. on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young LLP and
Moore Stephens Ellis Foster Ltd., would have caused it to make a reference to
the subject matter of disagreements in connection with its report. There were no
"reportable events" as that term is described in Item 304(a)(1)(v) of Regulation
S-B within the last fiscal year and through May 5, 2006.
Effective May 5, 2006, the Company engaged Peterson Sullivan PLLC as our
new independent registered public accountants to audit our financial statements.
The appointment of Peterson Sullivan PLLC was recommended and approved by our
board of directors. During our last two most recent fiscal years and the
subsequent interim period to date hereof, we have not consulted Peterson
Sullivan PLLC regarding either: (1) the application of accounting principles to
a specified transaction, either complete or proposed, or the type of audit
opinion that might be rendered on our financial statements, or (2) any matter
that was either the subject matter of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item
304(a)(1)(v) of Regulation S-B.
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 Peterson
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Sullivan PLLC. A representative of Peterson Sullivan PLLC is not expected to be
present.
AUDIT FEES:
The aggregate fees billed by Ernst & Young LP and 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 2005 fiscal year were $21,187 (2004 - $28,062).
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 Ernst &
Young LLP and Moore Stephens Ellis Foster Ltd. for fiscal 2005 were $ 0 (2004 -
$0).
TAX FEES:
The aggregate fees billed to the Company for tax compliance, tax advice and
tax planning by Ernst & Young LLP and Moore Stephens Ellis Foster Ltd. for
fiscal 2005 were $ 0 (2004 - $0).
ALL OTHER FEES:
The aggregate fees billed to the Company for products and services by Ernst
& Young LLP and Moore Stephens Ellis Foster Ltd. for fiscal 2005 were $ 0 (2004
- - $0).
The Audit Committee feels that the services rendered by Ernst & Young LLP
and 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 2007 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, 2006 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
We are 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. Our Common Stock is traded on the
NASD OTC Bulletin Board under the symbol "SOBGF".
All reports and documents filed by us 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. We are current in our 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.
Our Notice and Proxy Statement is being mailed to our May 26, 2006
stockholders of record. We will
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provide without charge to each person whose proxy is solicited by this proxy
statement, a copy of our annual report on Form 20-F for the year ended December
31, 2005. A Written request for a copy of such annual report on Form 20-F should
be directed to the Secretary of Soil Biogenics Limited, P.O. Box 48525, 595
Burrard Street, Vancouver, B.C., Canada V6B 3Z1.
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.
By Order of the Board of Directors
/s/ Agustin Gomez de Segura
- -------------------------------
Agustin Gomez de Segura
President & Director
MAY 26, 2006
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.
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DEFINITIVE PROXY STATEMENT
SOIL BIOGENICS LIMITED
MARQUES DE URQUIJO 5, 5 Deg B,
28008 MADRID, SPAIN
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JUNE 22, 2006
The undersigned hereby appoints Agustin Gomez de Segura and Cameron Richardson
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 May 26, 2006 at the Annual Meeting of Stockholders to be
held on June 22, 2006 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 PETERSON SULLIVAN PLLC 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. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
15
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:
------------------------------------
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Signature
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Signature if held jointly
==================================================
Please print name(s)
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