UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of OCTOBER, 2008.
Commission File Number: 0-30390
ROCHESTER RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: FORM 20-F [X] FORM 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.
ROCHESTER RESOURCES LTD
Date: October 31, 2008 /s/ Nick DeMare
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Nick DeMare,
Chairman
ROCHESTER RESOURCES LTD.
SECURITY CLASS
HOLDER ACCOUNT NUMBER
FORM OF PROXY - ANNUAL AND SPECIAL MEETING TO BE HELD ON NOVEMBER 19, 2008
THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.
NOTES TO PROXY
1. EVERY HOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON OR COMPANY OF THEIR
CHOICE, WHO NEED NOT BE A HOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE
MEETING. IF YOU WISH TO APPOINT A PERSON OR COMPANY OTHER THAN THE PERSONS
WHOSE NAMES ARE PRINTED HEREIN, PLEASE INSERT THE NAME OF YOUR CHOSEN
PROXYHOLDER IN THE SPACE PROVIDED (SEE REVERSE).
2. If the securities are registered in the name of more than one owner (for
example, joint ownership, trustees, executors, etc.), then all those
registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you may be required to provide
documentation evidencing your power to sign this proxy with signing
capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the
proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it
is mailed by Management to the holder.
5. THE SECURITIES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
HOLDER, HOWEVER, IF SUCH A DIRECTION IS NOT MADE IN RESPECT OF ANY MATTER,
THIS PROXY WILL BE VOTED AS RECOMMENDED BY MANAGEMENT.
6. The securities represented by this proxy will be voted or withheld from
voting, in accordance with the instructions of the holder, on any ballot
that may be called for and, if the holder has specified a choice with
respect to any matter to be acted on, the securities will be voted
accordingly.
7. This proxy confers discretionary authority in respect of amendments to
matters identified in the Notice of Meeting or other matters that may
properly come before the meeting.
8. This proxy should be read in conjunction with the accompanying
documentation provided by Management.
PROXIES SUBMITTED MUST BE RECEIVED BY 10:00 AM, PST
ON MONDAY NOVEMBER 17, 2008.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
TO VOTE USING THE TELEPHONE TO VOTE USING THE INTERNET
O Call the number listed BELOW O Go to the following web site:
from a touch tone telephone. www.investorvote.com
1-866-732-VOTE (8683) TOLL FREE
IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS PROXY.
VOTING BY MAIL may be the only method for securities held in the name of a
corporation or securities being voted on behalf of another individual.
VOTING BY MAIL OR BY INTERNET are the only methods by which a holder may appoint
a person as proxyholder other than the Management nominees named on the reverse
of this proxy. Instead of mailing this proxy, you may choose one of the two
voting methods outlined above to vote this proxy.
TO VOTE BY TELEPHONE OR THE INTERNET, YOU WILL NEED TO PROVIDE YOUR CONTROL
NUMBER, HOLDER ACCOUNT NUMBER AND ACCESS NUMBER LISTED BELOW.
CONTROL NUMBER HOLDER ACCOUNT NUMBER ACCESS NUMBER
APPOINTMENT OF PROXYHOLDER
THE UNDERSIGNED SHAREHOLDER ("REGISTERED SHAREHOLDER") OF ROCHESTER RESOURCES
LTD. (THE "CORPORATION") HEREBY APPOINTS: Nick DeMare, or failing this person,
Marc Cernovitch, or failing this person, Harvey Lim,
OR
_______________________________ PRINT THE NAME OF THE PERSON YOU ARE APPOINTING
IF THIS PERSON IS SOMEONE OTHER THAN THE CHAIRMAN OF THE MEETING.
as my/our proxyholder with full power of substitution and to vote in accordance
with the following direction (or if no directions have been given, as the
proxyholder sees fit) and all other matters that may properly come before the
Annual General Meeting of Rochester Resources Ltd. to be held at Suite 1305,
1090 West Georgia Street, Vancouver, British Columbia on Wednesday, November 19,
2008 at 10:00 a.m. (PST) and at any adjournment thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
FOR AGAINST
1. NUMBER OF DIRECTORS
To determine the number of Directors at six. _____ _____
FOR WITHHOLD
2. ELECTION OF DIRECTORS
01. Alfredo Parra _____ _____
02. Eduardo Luna _____ _____
03. Marc Cernovitch _____ _____
04. Nick DeMare _____ _____
05. Joseph Keane _____ _____
06. Lindsay Bottomer _____ _____
FOR WITHHOLD
3. APPOINTMENT OF AUDITORS
Appointment of D & H Group LLP as Auditors of the
Corporation for the ensuing year and authorizing
the Directors to fix their remuneration. _____ _____
FOR AGAINST
4. STOCK OPTION PLAN
To consider, and if thought fit, to pass an
ordinary resolution to ratify and approve the
Corporation's stock option plan. _____ _____
FOR AGAINST
5. TRANSACT OTHER BUSINESS
To transact such other business as may properly
come before the Meeting _____ _____
________________________________________________________________________________
AUTHORIZED SIGNATURE(S) - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS
TO BE EXECUTED.
I/We authorize you to act in accordance with my/our instructions set out above.
I/We hereby revoke any proxy previously given with respect to the Meeting. IF NO
VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS PROXY WILL BE VOTED AS RECOMMENDED
BY MANAGEMENT.
________________________________________ _____________________________
SIGNATURE(S) DATE