SAFER SHOT, INC.
551 Fifth Avenue, Suite 1625
New York, NY 10176
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 22, 2010
To the Stockholders:
The Annual Meeting of stockholders of Safer Shot, Inc., will be held at 551
Fifth Avenue in Suite 1625, New York, NY 10176 on April 22, 2010 at one p.m.,
New York time, for the following purposes, each as more fully described
herein:
1. To elect John F. Lund and Michael J. Black as members of the board
of directors to serve until the next Annual Meeting of stockholders
or until their respective successors have been duly elected and
qualified;
2. To ratify the February 18, 2010 written consent by stockholders by
which the authorized $.001 par value common stock was increased from
80,000,000 to 200,000,000 shares;
3. To ratify the appointment of Hamilton PC as the Company's auditors for
the fiscal year ending September 30, 2010; and,
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 7, 2010 are
entitled to notice of and to vote at the Annual Meeting. A list of
stockholders eligible to vote at the meeting will be available for inspection
at the meeting and for a period of 10 days prior to the meeting, during
regular business hours, at our corporate headquarters at the address set
forth above.
Information concerning the matters to be acted upon at the annual meeting is
included in the accompanying proxy statement. Whether or not you expect to
attend the annual meeting, your vote is important. Please vote as soon as
possible via the Proxy enclosed herewith.
By Order of the Board of Directors
John Lund
/s/----------------------
John Lund
President and Chief Executive Officer
New York, New York
March 27, 2010
Safer Shot, Inc.
c/o H. Melville Hicks, Jr.
551 Fifth Avenue, Suite 1625
New York, NY 10176
Phone: (212) 655-5944
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
We are furnishing this Proxy Statement to stockholders of record as of the
close of business on April 7, 2010 in connection with the solicitation of
proxies by our Board of Directors for use at the Annual Meeting of
Stockholders to be held on April 22, 2010. This Proxy Statement and the
accompanying form of proxy are being mailed to the stockholders on or about
April 9, 2010.
VOTING SECURITIES; PROXIES; REQUIRED VOTE
Voting Securities
At the Annual Meeting, each holder of record of Common Stock at the close of
business on April 7, 2010 will be entitled to one vote for each share of
common stock owned on that date as to each matter presented at the Annual
Meeting. On April 7, 2010, 125,617,115 shares of Common Stock were
outstanding.
Proxies
You cannot vote your shares at the meeting unless you are present in person
or represented by proxy. All properly executed and unrevoked proxies in the
accompanying form that are received in time for the meeting will be voted at
the meeting or any adjournment or postponement thereof in accordance with
instructions thereon, or if no instructions are given, will be voted "For"
the election of all of the named nominee as sole Director, and in accordance
with the judgment of the persons appointed as proxies with respect to other
matters which properly come before the Annual Meeting. You may revoke a
proxy by written notice to us at any time prior to exercise of the proxy.
In addition, although mere attendance at the Annual Meeting will not revoke
a proxy, you may withdraw your proxy by voting in person.
Voting Your Proxy
Whether or not you plan to attend the Annual Meeting, you may vote your
shares via mail as more fully described below:
By Mail: If you have received a proxy card, mark your vote, sign your
name exactly as it appears on your proxy card, date your card and
return it in the envelope provided.
Required Vote
At the Annual Meeting, a plurality of the votes cast in person or by proxy is
required to elect the Board of Directors (meaning that Mr. John F. Lund and
Mr. Michael J. Black, receiving at least a majority of the shares represented
at the meeting in person or by proxy of "FOR" votes will be elected), (the
vote on the ratification of the February 18, 2010 increase in the authorized
$.001 par value common stock from 80,000,000 to 200,000,000 million shares
receiving at least a majority of the shares represented at the meeting in
person or by proxy of "FOR" votes will constitute approval), and the
appointment of Hamilton PC to be the Company's auditors for the fiscal year
ended September 30, 2010. Stockholders are not allowed to cumulate their
votes in the election of directors. In voting on the election of directors,
abstentions and broker non-votes (which occur when a broker holding shares of
a beneficial owner does not vote on a particular proposal because the broker
does not have discretionary voting power with respect to the item and has not
received voting instructions from the beneficial owner) will be disregarded
and not treated as votes cast and, therefore, will not affect the outcome of
the election.
Quorum
The required quorum for the transaction of business at the Annual Meeting
will be a majority of the voting power of shares of Common Stock issued and
outstanding on the record date. Abstentions and broker non-votes will be
included in determining the presence of a quorum.
PROPOSAL 1
ELECTION OF THE BOARD OF DIRECTORS
Unless otherwise directed, the persons appointed in the accompanying form of
proxy intend to vote at the Annual Meeting for the election of the two
nominees named below as Sole Director to serve until our next Annual Meeting
of stockholders or until their respective successors have been duly elected
and qualified.
The Board of Director members will serve until the next Annual Meeting of
stockholders or until their respective successors has been duly elected and
qualified, unless either dies, resigns or is removed from office prior to
that time.
Director
Name Age Position Since
John F. Lund 53 Director 2008
Michael J. Black 57 Director 2010
John F. Lund is the Company's President and a director. Mr. Lund has served
as the Chief of Staff of Invizeon Corporation, where he advised the CEO and
senior executives on various matters including strategic planning, operations,
restructuring and effective leadership. Additionally, Mr. Lund negotiated
various vender contracts and established alliances and partnership agreements
as well as raising financing for operating costs. Mr. Lund also represented
the company at national and regional meetings, conventions and trade shows.
Prior to working at Invizeon, Mr. Lund was the President and Owner of
A.C.T., Inc., a management consulting firm.
Michael J. Black has been the Company's Chief Financial Officer, Treasurer,
Secretary, and a director since February 18, 2010. Mr. Black also holds
executive positions in two other publicly traded companies. He is the
President of InternetArray, Inc., a position held since June 20, 2008: and
the Chief Financial Officer, Treasurer and Secretary of Healthnostics, Inc.,
positions he has held since August 26, 2001. From September 16, 1994 through
October 8, 2000 he held various executive positions in Integrated Healthcare
Systems, Inc. and H-Quotient, Inc., (successor by merger to Integrated
Healthcare Systems, Inc.), including Secretary, Treasurer and Chief Financial
Officer from September 16, 1994 through October 8, 2000, Chairman and Chief
Executive Officer from January 6,1996 through November 15, 1999 and President
from January 6, 1996 through April 15, 1996. From January 1991 through
September 1994, he worked with Asset Growth Partners, Inc., a boutique
investment bank, specializing in mergers and acquisitions, equity and debt
financing and strategic advice, focusing primarily on technology companies.
From 1989 to 1991, he served as President and Founder of The Account Data
Group, a LAN integration company until the company was sold in April 1989 to
NMI. He holds a B.S. in Management and Accounting from the University of
Maryland (1994).
PROPOSAL 2
APPOINTMENT OF AUDITORS
The shareholders are requested to authorize the Board, without further
ratification, to appoint Hamilton PC as the Company's independent auditors to
audit the Company's financial statements for the fiscal year ending September
30, 2010.
Vote Required and the Board's Recommendation
The affirmative vote of a majority of the ordinary shares present in person
or by proxy at the Annual Meeting and voting on the proposal is required for
the approval of this proposal for the authorization of the Board to appoint,
without further ratification, Hamilton PC as the Company's independent
auditors for the fiscal year ending September 30, 2010.
PROPOSAL 3
RATIFICATION OF THE FEBRUARY 18, 2010 STOCKHOLDER CONSENT TO AMEND
THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK FROM 80,000,000 to 200,000,000
Background
On February 18, 2010, a majority of the outstanding shares of the
Corporation's common stock were voted in accordance with the Corporation's By
Laws and Nevada law along with Board of Directors approval, to amend our
Certificate of Incorporation to increase our authorized shares of Common
Stock from 80,000,000 to 200,000,000.
The terms of the additional shares of Common Stock will be identical to those
of the currently outstanding shares of Common Stock. However, because holders
of Common Stock have no preemptive rights to purchase or subscribe for any
unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current stockholders' percentage ownership interest in
the total outstanding shares of Common Stock. This amendment and the creation
of additional shares of authorized Common Stock will not alter the current
number of issued shares. The relative rights and limitations of the shares
of Common Stock will remain unchanged under this amendment.
Corporate Governance
Pursuant to our Amended and Restated Certificate of Incorporation and By-laws;
laws; our business and affairs are managed under the direction of the Board
of Directors and will conduct the business and affairs until the next Annual
Meeting or their successors are elected and qualified.
Communications with the Board of Directors
Stockholders or other interested parties may communicate with the Board of
Directors by sending a letter to Safer Shot, Inc. Board of Directors, c/o H.
Melville Hicks, Jr., 551 Fifth Avenue, Suite 1625, New York, NY 10176.
Mr. Hicks will receive the correspondence and forward it to the Board of
Directors to whom the communication is addressed.
Other Matters
Management knows of no matters that are to be presented for action at the
meeting other than those set forth above. If any other matters properly come
before the meeting, the persons named in the enclosed form of proxy will vote
the shares represented by proxies in accordance with their judgment on such
matters.
By Order of the Board of Directors
John Lund
/s/----------------------
John Lund
President and Chief Executive Officer
New York, New York
March 27, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SAFER SHOT, INC.
551 Fifth Avenue, Suite 1625
New York, NY 10176
ANNUAL MEETING OF STOCKHOLDERS - APRIL 22, 2010
The undersigned hereby appoints H. Melville Hicks, Jr., the Corporate Counsel
of Safer Shot, Inc. with the power of substitution, and hereby authorizes him
to represent and to vote as designated on this proxy card, all of the shares
of Common Stock of Safer Shot, Inc. that the undersigned is entitled to vote
at the Annual Meeting of stockholders to be held at One p.m., New York Time
on April 22, 2010 at 551 Fifth Avenue, Suite 1625, New York, NY 10176 or any
adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES, JOHN F. LUND AND MICHAEL J. BLACK AS THE BOARD OF
DIRECTORS AND TO INCREASE THE AUTHORIZED $.001 PAR VALUE COMMON SHARES FROM
80,000,000 SHARES TO 200,000,000 SHARES AND FOR THE APPOINTMENT OF HAMLITON PC
AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.
Proxy Voting Instructions
MAIL - Date, sign and mail your proxy card in the envelope provided as soon
as possible
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. To elect the Board of Directors to serve until the next Annual Meeting of
stockholders or until their respective successors has been duly elected and
qualified:
FOR JOHN F. LUND AS NOMINEE FOR DIRECTOR [ ]
FOR MICHAEL J. BLACK AS NOMINEE FOR DIRECTOR [ ]
WITHHOLD AUTHORITY FOR JOHN F.LUND AS NOMINEE [ ]
WITHHOLD AUTHORITY FOR MICHAEL J. BLACK AS NOMINEE [ ]
FOR INCREASING THE AUTHORIZED $.001 PAR VALUE COMMON [ ]
SHARES FROM 80,000,000 TO 200,000,000 SHARES
WITHHOLD AUTHORITY FOR INCREASING THE AUTHORIZED [ ]
$.001 PARVALUE COMMON SHARES FROM 80,000,000
TO 200,000,000 SHARES
2. To ratify the appointment of Hamilton PC as the Company's auditors for the
fiscal year ending September 30, 2010:
FOR APPOINTING HAMILTON PC THE COMPANY'S AUDITORS [ ]
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010
AGAINST APPOINTING HAMILTON PC THE COMPANY'S [ ]
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010
3. To transact such other business as may properly come before the meeting or
any postponement or adjournment thereof.
Signature:
--------------------------------------------------
Date:
--------------------------------------------------
Signature:
--------------------------------------------------
Date:
--------------------------------------------------
Note: Please sign exactly as name appears on this Proxy. When share are held
jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorizing officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.