sch14a-prelim_proxy5aug08.htm
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:
x
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Preliminary Proxy Statement
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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GLOBETECH
ENVIRONMENTAL, INC.
[Missing Graphic Reference]
(Name
of Registrant as Specified In Its Charter)
[Missing Graphic Reference]
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Proposed
maximum aggregate value of transaction:
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(4)
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Total
fee paid:
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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.
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(1)
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Amount
Previously Paid:
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[Missing Graphic Reference]
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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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):
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[Missing Graphic Reference]
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(4)
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Filing
Party:
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(5)
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Date
Filed:
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GLOBETECH
ENVIRONMENTAL, INC.
7716
W. Rutter Parkway
Spokane,
WA 99208
August 1,
2008
We
cordially invite you to attend our 2008 annual meeting of stockholders, which
will be held at 10:00 a.m. on Monday, September 15, 2008 at the Davenport Hotel
& Tower, 10 S. Port Street, Spokane Washington 99201,
509-789-6825ph.
At this
year’s annual meeting, the agenda will include the election of directors,
consideration and voting on a proposal to amend the company’s articles of
incorporation to carry out a 1-for-10 reverse stock split, to increase the
authorized shares of common stock following the reverse stock split, to
authorize the issuance of preferred stock and to restate the articles of
incorporation as so amended, the ratification of the selection of our
independent registered public accounting firm for fiscal 2008 and the
transaction of such other business as may properly come before the meeting or
any adjournment thereof. Please refer to the enclosed proxy statement
for detailed information on each of these proposals and other important
information about Globetech Environmental.
We hope
you will be able to attend the annual meeting, but we know that not every
stockholder will be able to do so. Whether or not you plan to attend, please
complete, sign and return your proxy, or vote by telephone or via the Internet
according to the instructions on the proxy card, so that your shares will be
voted at the annual meeting.
Theodor
Hennig, C.A., C.P.A.
Secretary
GLOBETECH
ENVIRONMENTAL, INC.
7716
W. Rutter Parkway
Spokane,
WA 99208
[Missing Graphic Reference]
NOTICE
OF 2008 ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER
15, 2008
[Missing Graphic Reference]
The
annual meeting of stockholders of Globetech Environmental, Inc. will be held at
10:00 a.m. on Monday, September 15, 2008 at the Davenport Hotel & Tower, 10
S. Port Street, Spokane Washington 99201, 509-789-6825ph.. The
purpose of the annual meeting is to:
1. Elect
four directors to hold office until the next annual meeting of stockholders or
until their successors are duly elected and qualified.
2. Approve
an amendment to our articles of incorporation to carry out a 1-for-10 reverse
split of our common stock, to increase the number of authorized shares of common
stock following the reverse stock split, to authorize a class of preferred stock
and to restate the articles of incorporation as so amended.
3. Ratify
the selection of Child, Van Wagoner & Bradshaw, PLLC as our independent
registered public accounting firm for the 2008 fiscal year.
4. Transact
such other business as may properly come before the meeting or any adjournments
thereof.
Only
stockholders of record at the close of business on August 15, 2008 will be
entitled to vote at the annual meeting and any and all adjourned sessions
thereof. Our stock transfer books will remain open.
To ensure
that your vote is recorded promptly, please vote as soon as possible. If you are
a stockholder of record, please complete, sign and mail the proxy card in the
enclosed postage-paid envelope. If your shares are held in “street name”, that
is held for your account by a broker or other nominee, you will receive
instructions from the holder of record that you must follow for your shares to
be voted.
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By
Order of the Board of Directors,
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Theodor
Hennig, C.A., C.P.A.
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[___________________]
August 1,
2008
GLOBETECH
ENVIRONMENTAL, INC.
7716
W. Rutter Parkway
Spokane,
WA 99208
PROXY
STATEMENT
[Missing Graphic Reference]
Our board
of directors is soliciting your proxy for the annual meeting of stockholders to
be held at the Davenport Hotel & Tower, 10 S. Port Street, Spokane
Washington 99201, 509-789-6825ph., on Monday, September 15, 2008 at 10:00 a.m.
and at any and all adjourned sessions of the annual meeting.
We are
mailing our annual report for the fiscal year ended December 31, 2007, to
our stockholders with this notice and proxy statement (including the form of
proxy) on or about August 15, 2008.
Record
Date and Quorum Requirements
Only
stockholders of record at the close of business on August 15, 2008 will be
entitled to vote at the annual meeting. At the close of business on August 15,
2008, we had [___________] shares of common stock issued and
outstanding.
A
majority of the outstanding shares of common stock as of the record date must be
present at the meeting in order to hold the meeting and conduct business. This
is called a “quorum.” A stockholder's shares are counted as present at the
meeting if the stockholder is present at the meeting and votes in person or a
proxy card has been properly submitted by the stockholder or on the
stockholder's behalf. Both abstentions and broker non-votes are counted as
present for the purpose of determining the presence of a quorum.
“Broker
non-votes” are shares of common stock held by brokers or nominees over which the
broker or nominee lacks discretionary power to vote and for which the broker or
nominee has not received specific voting instructions from the beneficial
owner.
Voting
Your Shares and Votes Required
Your vote
is very important. If you do not vote your shares, you will not have an impact
with respect to the issues to be voted on at this annual meeting. In addition,
banks and brokers cannot vote on their clients’ behalf on “non-routine”
proposals without your specific voting instructions.
The
holders of all outstanding shares of common stock are entitled to one vote for
each share of common stock registered in their names on the books of our company
at the close of business on the record date.
In order
to be elected as directors, each of the nominees for director must receive a
plurality of the votes cast at the annual meeting. Approval of the proposed
ratification of the selection of Child, Van Wagoner & Bradshaw, PLLC as our
independent registered public accounting firm for the 2008 fiscal year will
require the affirmative vote of a majority of the shares of common stock present
or represented by proxy at the annual meeting. Approval of the proposed
amendment to our articles of incorporation will require the affirmative vote of
a majority of all shares outstanding.
For
purposes of determining the outcome of any matter, shares represented in person
or by proxy at the meeting but abstaining from voting on a particular proposal
and “broker non-votes” will each be treated as not present and not entitled to
vote with respect to that matter, even though the shares of common stock are
considered entitled to vote for the purposes of determining a quorum and may be
entitled to vote on other matters. Therefore, abstentions and broker non-votes
will have the same effect as a vote against the proposed amendment of our
articles of incorporation.
Submitting
Your Proxy
If you
complete and submit your proxy, the persons named as proxies will vote the
shares represented by your proxy in accordance with your instructions. If you
submit a proxy card but do not fill out the voting instructions on the proxy
card, the persons named as proxies will vote the shares represented by your
proxy as follows:
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FOR
the election of the director
nominees;
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FOR
the amendments to our articles of incorporation;
and
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FOR
the ratification of the selection of Child, Van Wagoner & Bradshaw,
PLLC as our registered public accounting
firm.
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To ensure
that your vote is recorded promptly, please vote as soon as
possible. To vote by proxy, please complete, sign and mail the proxy
card in the enclosed postage-paid envelope.
Stockholders
that attend the annual meeting and wish to vote in person will be given a ballot
at the meeting. If your shares are held in “street name” and you want to attend
the annual meeting, you must bring an account statement or letter from the
brokerage firm or bank holding your shares showing that you were the beneficial
owner of the shares on the record date. If you want to vote shares that are held
in “street name” or are otherwise not registered in your name, you will need to
obtain a “legal proxy” from the holder of record and present it at the annual
meeting.
Revoking
or Changing Your Proxy
You may
revoke or change your proxy at any time before it is voted. For a stockholder
“of record”, meaning one whose shares are registered in his or her own name, to
revoke or change a proxy, the stockholder may follow one of the procedures
listed below.
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submit
another properly signed proxy, which bears a later
date;
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deliver
a written revocation to our corporate secretary;
or
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attend
the annual meeting or any adjourned session thereof and vote in
person.
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If you
are a beneficial owner of our common stock, and not the stockholder of record
(for example your common stock is registered in “street name” with a brokerage
firm), you must follow the procedures required by the holder of record, which is
usually a brokerage firm or bank, to revoke or change a proxy. You should
contact the stockholder of record directly for more information on these
procedures.
Other
Information
We will
bear the expense of soliciting proxies. Our officers and certain other
employees, without additional remuneration, may solicit proxies personally or by
telephone, e-mail or other means.
Our
Annual Report on Form 10-KSB for the year ended December 31, 2007, which is not
part of the proxy soliciting materials, is included with this Proxy
Statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table
below shows the number of our shares of common stock beneficially owned as of
August 15, 2008 by:
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each
person or group known by us to beneficially own more than 5% of our
outstanding common stock;
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each
director and nominee for director;
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each
executive officer named in the Summary Compensation Table under the
heading “Executive Compensation” below;
and
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all
of our current directors and executive officers of the company as a
group.
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The
number of shares beneficially owned by each 5% holder, director or executive
officer is determined by the rules of the SEC, and the information does not
necessarily indicate beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares over which the person or entity
has sole or shared voting power or investment power and also any shares that the
person or entity can acquire within 60 days of August [__], 2008 through the
exercise of any stock option or other right. For purposes of computing the
percentage of outstanding shares of common stock held by each person or entity,
any shares that the person or entity has the right to acquire within 60 days
after August [__], 2008 are deemed to be outstanding with respect to such person
or entity but are not deemed to be outstanding for the purpose of computing the
percentage of ownership of any other person or entity. Unless otherwise
indicated, each person or entity has sole investment and voting power (or shares
such power with his or her spouse) over the shares set forth in the following
table. The inclusion in the table below of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares. As of
August 15, 2008, there were 72,385,437 shares of common stock issued and
outstanding.
Name
and Address of Beneficial Owner
[Missing Graphic Reference]
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Shares
of
Common Stock
Beneficially Owned
[Missing Graphic Reference]
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Percentage of
Common Stock
Outstanding
[Missing Graphic Reference]
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Donald
Sampson*(1)
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10,218,157
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(2)
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14.1
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%
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Theodor
Hennig*(3)
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7,302,148
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(4)
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10.1
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%
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Donald
Getty*(5)
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2,045,312
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(6)
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2.8
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%
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Hans-Eberhardt
Frenzel*
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498,630
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(7)
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†
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All
directors and executive officers as a group (4 persons)
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20,064,247
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(8)
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27.7
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%
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[Missing Graphic Reference]
*
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Director
of our company
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†
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Less
than 1% of the shares of total common stock outstanding as of August 15,
2008.
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(1)
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Address
is 7716 W. Rutter Pkwy, Spokane, WA 99208.
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(2)
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Includes
39,500 shares of common stock held by members of Mr. Sampson’s family and
excludes 1,350,000 shares underlying stock options.
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(3)
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Address
is 70 Signature Heights S.W., Calgary, Alberta,
Canada.
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(4)
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Includes
1,368,476 shares of common stock and excludes 1,368,476 shares underlying
warrants held by Mr. Hennig’s spouse and 1,350,000 shares underlying stock
options held by Mr. Hennig.
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(5)
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All
shares held are registered in the name of Sunnybank Investment
Ltd.
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(6)
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Excludes
679,688 shares of common stock underlying stock
options.
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(7)
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Excludes
250,000 shares of common stock underlying stock
options.
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(8)
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Excludes
4,998,434 shares of common stock underlying stock options and warrants
that may be exercised by directors and executive officers, or deemed to be
held by directors or executive officers, within 60 days of August 15,
2008.
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PROPOSAL
1
ELECTION
OF DIRECTORS
The first proposal to be voted on is
the election of four directors. The board’s nominees are Donald
Sampson, Theodor Hennig, Donald Getty and Hans-Eberhardt
Frenzel. Each of the nominees is currently serving as a director of
the Company. If elected, each of the nominees will serve a one-year
term and will be subject to reelection next year along with the other
directors.
Biographical
information about each of the nominees is included below. There are
no family relationships among any of our directors, nominees for director and
executive officers.
The board of directors has no reason to
believe that any nominee will be unable to serve or decline to serve as a
director if elected. If a nominee becomes unable or unwilling to
accept nomination or election, the board will either select a substitute nominee
or will reduce the size of the board. If you have submitted a proxy
and a substitute nominee is selected, your shares will be voted for the election
of the substitute nominee.
In accordance with the company’s
bylaws, directors are elected by a plurality vote of shares represented and
entitled to vote at the meeting. That means the four nominees will be
elected if they receive more affirmative votes than any other
nominees.
Director
Nominees
Donald
Sampson
Age: 57
Director
since 2005
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Mr.
Sampson has
served as our President since March 2005 and as a director since February
2005. From 1999 to 2005, Mr. Sampson was President of Process Engineers
& Equipment Corporation of Spokane, Washington. Previously, Mr.
Sampson served as Vice President – International Business Development and
Engineering for Stericycle, Inc., the largest international medical waste
treatment operator, from February 2000 until February 2005. From 1992
until its sale to Stericycle in 2000, Mr. Sampson served as a partner of
Medical Resource Recycling Systems, a medical waste treatment company. Mr.
Sampson holds a degree in engineering from the University of Michigan and
is a senior member of the Instrument Society of America and the Plastics
Society of America.
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Theodor
Hennig
Age: 52
Director
since 2005
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Mr.
Hennig has served as our Chief Financial Officer and as a director since
September 2005. Previously, from May 2004 to September 2005, Mr. Hennig
served as Chief Financial Officer of Alpine Environmental Inc, an
environmental consulting and service company. Mr. Hennig was President of
Theodor Hennig Professional Corporation in 2002 and 2003 and provided tax
and consulting advice to a variety of private and public companies. Mr.
Hennig holds an Honours Economics degree from the University of Waterloo
and obtained his Chartered Accountant designation in Alberta in 1984. Mr.
Hennig obtained his C.P.A. designation in March of
2008.
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Donald
Getty
Age: 74
Director
since 2004
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Mr.
Getty has served as our Chairman since December 2004. Mr. Getty
is an investor and retired businessman, politician and athlete. Over a
more than 20-year career in politics, ending in 1992, Mr. Getty served in
numerous elective and appointed local, provincial and federal offices in
Canada, including serving two terms as Premier of Alberta as well as
service as a member of the legislative assembly of Alberta, Energy
Minister and Minister of Federal and Intergovernmental Affairs. Mr. Getty
founded and served as President of D. Getty Investments, Limited, served
as Chairman and Chief Executive Officer of Nortek Energy Corporation from
1981 to 1985 and has served as a director of numerous companies, including
Alberta Gas and Ethylene Company Limited, Brinco Corporation, the Nova
Corporation of Alberta, Northern Life Assurance Company of Canada, Novacor
Chemicals Limited, Pacific Copper Mines Limited, Placer Development
Limited, Pacific Trans-Ocean Resources Limited, and the Royal Bank of
Canada. Mr. Getty received his BA degree (with honors) in Business
Administration from the University of Western Ontario and played ten years
as quarterback of the Edmonton Eskimos of the Canadian Football
League.
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Hans-Eberhardt
Frenzel
Age:
61
Director
since 2006
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Mr.
Frenzel has served as a director and consultant to our company since April
2006. Mr. Frenzel served as a principal and managing director
of Logmed Technologie GmbH from March 2004 until our acquisition of Logmed
Technologie in March 2006. Prior to joining Logmed Technologie, Mr.
Frenzel served in various management capacities for Lufthansa Airlines for
more than 15 years.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS SET FORTH IN THIS PROPOSAL
1.
In considering your vote with respect
to the election of directors pursuant to Proposal 1, you should consider the
discussions of “Executive Compensation” and “Corporate Governance” and the other
discussions contained in this Proxy Statement.
PROPOSAL
2
AMENDMENT
OF ARTICLES OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT, TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK FOLLOWING THE REVERSE STOCK SPLIT, TO THE
AUTHORIZE A CLASS OF PREFERRED STOCK AND TO RESTATE THE ARTICLES OF
INCORPORATION AS SO AMENDED
Our restated articles of incorporation,
as currently in effect (the “Articles”), provides that we are authorized to
issue up to 100,000,000 shares of common stock, $0.001 par value. At
August 15, 2008, we had issued and outstanding 72,385,437 shares of common
stock.
On August [__], 2008, our board of
directors (the “Board”) authorized an amendment to the Articles to (1) effect a
1-for-10 reverse stock split (the “Reverse Stock Split”), (2) increase the
authorized shares of common stock following the Reverse Stock Split to
20,000,000 shares, (3) authorize the issuance of up to 20,000,000 shares of a
class of preferred stock; and (4) restate the Articles as so
amended. The stockholders are being asked to approve at the Annual
Meeting such amendment to, and restatement of, the Articles. As
proposed to be amended and restated, the Articles will read in full as set forth
in Appendix A
attached hereto.
Purpose
and Background of the Reverse Stock Split
The
Board’s primary objective in proposing the Reverse Stock Split is to raise the
per share trading price of our common stock. The Board believes that the Reverse
Stock Split could, among other things, (i) create a trading market in our
common stock that would allow greater interest than was possible with the
previous low share price, (ii) facilitate higher levels of institutional
stock ownership, where investment policies generally prohibit investments in
lower-priced securities, (iii) better enable the Company to raise funds to
finance its operations and possible acquisitions, and (iv) facilitate a possible
future listing of our common stock on a stock exchange.
The
closing sale price of our common stock on the OTCBB on July 31, 2008 was
$04 per share.
The Board
further believes that an increased stock price may encourage investor interest
and improve the marketability of our common stock to a broader range of
investors, and thus improve liquidity. Because of the trading volatility often
associated with low-priced stocks, many brokerage firms and institutional
investors have internal policies and practices that either prohibit them from
investing in low-priced stocks or tend to discourage individual brokers from
recommending low-priced stocks to their customers. The Board believes that the
anticipated higher market price resulting from a Reverse Stock Split would
enable institutional investors and brokerage firms with policies and practices
such as those described above to invest in our common stock.
Furthermore,
the Board believes that the Reverse Stock Split would facilitate the Company’s
efforts to raise capital to fund its operations and possible
acquisitions.
The Board
reserves its right to elect not to proceed with the Reverse Stock Split if it
determines, in its sole discretion, that this proposal is no longer in the best
interests of the Company.
Purpose
and Background of the Increase in Authorized Shares of Common Stock
We currently have 100,000,000
authorized shares of common stock. As of August 15, 2008, we had 72,385,437
shares of common stock issued and outstanding. In addition, (1) a total of
7,229,688 shares of common stock were reserved for future issuance under our
stock option plans, and (2) a total of 8,857,100 shares are reserved for
issuance upon exercise of outstanding warrants. Assuming exercise or conversion
of all available options and outstanding warrants, we would have a total of
88,472,225 shares outstanding. After giving effect to the Reverse Stock Split,
our authorized shares would be reduced to 10,000,000 and the number of
outstanding shares of our common stock would be reduced to
7,238,544.
The principal purpose of the proposed
amendment to increase the authorized shares under the Articles is to authorize
additional shares of common stock which will be available to satisfy existing
reserve obligations and additional reserve obligations that may arise in the
future. Additionally, the authorization of additional shares of
common stock will enhance flexibility in the event our board of directors
determines that it is necessary or appropriate to raise additional capital
through the sale of securities, to acquire other companies or their businesses
or assets or to establish strategic relationships with corporate
partners. Our board of directors has no present agreement or
arrangement to issue any of the shares for which approval is
sought.
The increase in authorized common stock
will not have any immediate effect on the rights of existing
stockholders. However, our Board will have the authority to issue
authorized common stock without requiring future stockholder approval of such
issuances, except as may be required by applicable law. To the extent that the
additional authorized shares are issued in the future, they will decrease the
existing stockholders’ percentage equity ownership and, depending on the price
at which they are, could be dilutive to the existing stockholders. The holders
of common stock have no preemptive rights.
Purpose
and Background of the Authorization of a Class of Preferred Stock
Our Articles do not presently authorize
the issuance of shares other than common stock. Our Board has
unanimously approved a resolution amending the Articles to authorize the
issuance of up to 20,000,000 shares of preferred stock, commonly referred to as
“blank check” preferred stock because the Board has discretion to designate one
or more series of the preferred stock with the rights, privileges and
preferences of each series to be fixed by the Board from time to time in the
future.
The Board’s primary objective in
establishing a class of “blank check” preferred stock is to provide maximum
flexibility with respect to future financing transactions. “Blank
check” preferred stock is commonly authorized by publicly traded companies and
is frequently used as a preferred means of raising capital and making
acquisitions. In particular, in recent years, smaller companies have
been required to utilize senior classes of securities to raise capital, with the
terms of those securities being highly negotiated and tailored to meet the needs
of both investors and the issuing companies. Such senior securities
typically include liquidation and dividend preferences, protections, conversion
privileges and other rights not found in common stock. We presently
lack the authority to issue preferred stock and, accordingly, are limited to
issuing common stock or debt securities to raise capital. By
authorizing a class of “blank check” preferred stock, we would increase our
flexibility in structuring transactions.
If the Articles are amended to
authorize the issuance of “blank check” preferred stock, the Board would have
discretion to establish series of preferred stock and the rights and privileges
of each series so established and the holders of our common stock would have no
input or right to approve the terms of any such series.
Purpose
and Background of the Restatement
In addition to implementing the Reverse
Stock Split, the increase in authorized shares of common stock following the
Reverse Stock Split and the authorization of a class of preferred stock, the
Board has approved the restatement of the Articles, as so
amended. The Articles have subject to a number of amendments through
the years and are currently embodied in those various amendments. In
order to consolidate the Articles in a single instrument, the Board has approved
the restatement in whole of the Articles, reflecting all amendments to date
(including those herein), to read in full as set forth in Appendix A attached
hereto.
Consequences
of Approval of the Amendment
Changes to Authorized and Outstanding
Shares. If approved, our authorized and outstanding shares of
capital stock will be modified to reflect the Reverse Stock Split, the increase
in authorized shares of common and the authorization of a class of preferred
stock. The following table summarizes, as of August [__], 2008, the
anticipated changes to our capital stock:
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Current
Capital Structure
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Proposed
Amended Capital Structure
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Common
Shares, $0.001 par value
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Common
Shares, $0.001 par value
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Preferred
Shares, $0.001 par value
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Total
authorized shares
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100,000,000
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20,000,000
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Total
outstanding shares
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72,385,437
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7,238,544
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0
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Warrants
outstanding
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8,857,100
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885,710
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Options
outstanding
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7,229,688
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722,969
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Shares
available under option plans
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|
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Fully
diluted shares outstanding
|
|
|
|
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Shares
available for issuance
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The
Reverse Stock Split will affect all stockholders of our company uniformly and
will not affect any stockholder’s percentage ownership interests or
proportionate voting power, except to the extent that the Reverse Stock Split
results in any of stockholders owning a fractional share. In lieu of issuing
fractional shares, we will round up the number of shares of stock to be received
by the stockholder. The rounding up of fractional shares will not have a
material effect of any stockholder’s percentage ownership interest or
proportionate voting power.
The
Reverse Stock Split will not affect the par value of the common stock. As a
result, on the effective date of the Reverse Stock Split, the stated capital on
our balance sheet attributable to the common stock will be reduced to one-tne of
its present amount and the additional paid-in capital account will be credited
with the amount by which the stated capital is reduced. The per share net income
or loss and net book value of the common stock will be retroactively increased
for each period because there will be fewer shares of common stock
outstanding.
As a result of the Reverse Stock Split,
among other things, the number of currently outstanding options and warrants
will be decreased proportionately and the exercise price of each will be
increased proportionately. Similarly, the number of shares reserved
under our existing option plan will be decreased proportionately.
Potential Anti-Takeover
Effect. The amendment of our Articles as proposed could
adversely affect the ability of third parties to takeover or change the control
of our company by, for example, permitting issuances that would dilute the stock
ownership of a person seeking to effect a change in the composition of our Board
or contemplated a tender offer or other transaction for the combination of our
company with another company.
The
ability of our Board to establish the rights of, and to cause our company to
issue, substantial amounts of preferred stock without the need for stockholder
approval, upon such terms and conditions, and having such rights, privileges and
preferences, as our Board may determine from time to time in the exercise of its
business judgment, may, among other things, be used to create voting impediments
with respect to changes in control of our company or to dilute the stock
ownership of holders of common stock seeking to obtain control of our company.
The rights of the holders of common stock will be subject to, and may be
adversely affected by, any preferred stock that may be issued in the future. The
issuance of preferred stock, while providing desirable flexibility in connection
with possible acquisitions, financings and other corporate transactions, may
have the effect of discouraging, delaying or preventing a change in control of
our company. Except as otherwise described herein, we have no present plans to
issue any shares of preferred stock.
Certain
Risks Associated With the Amendment
We cannot assure you that the total
market capitalization of our common stock after the Reverse Stock Split will be
equal to or greater than the total market capitalization before the proposed
Reverse Stock Split or that the per share market price of our common stock
following the Reverse Stock Split will either exceed or remain higher than the
current per share market price.
We cannot assure you that the market
price per new share of common stock (the “New Shares”) after the Reverse Stock
Split will rise or remain constant in proportion to the reduction in the number
of old shares of common stock (the “Old Shares”) outstanding before the reverse
stock split. For example, based on the closing market price of our common stock
on August [__], 2008 of $[___] per share, based on a reverse stock split ratio
of one-for-ten, we cannot assure you that the post-split market price of our
common stock would be $[___] per share. Accordingly, the total market
capitalization of our common stock after the Reverse Stock Split may be lower
than the total market capitalization before the Reverse Stock Split and, in the
future, the market price of our common stock following the Reverse Stock Split
may not exceed or remain higher than the market price prior to the Reverse Stock
Split. In many cases, the total market capitalization of a company following a
reverse stock split is lower than the total market capitalization before the
reverse stock split. A decline in the market price for our common stock after
the Reverse Stock Split may result in a greater percentage decline than would
occur in the absence of a reverse stock split, and the liquidity of our common
stock could be adversely affected following a reverse stock split.
Procedure
for Effecting Reverse Split and Exchange of Stock Certificates
If the
Reverse Stock Split is approved by our stockholders, the Reverse Stock Split
would become effective at such time as the amendment to the Articles, the form
of which is attached as Appendix A to this
proxy statement, is filed with the Secretary of State of the State of Nevada.
Upon the filing of the amendment, all of our existing common stock will be
converted into new common stock as set forth in the amendment.
As soon
as practicable after the effective date of the Reverse Stock Split, stockholders
will be notified that the Reverse Stock Split has been effected. Holladay Stock
Transfer , our transfer agent, will act as exchange agent for purposes of
implementing the exchange of stock certificates. Holders of pre-Reverse Stock
Split shares will be asked to surrender to the exchange agent certificates
representing pre-Reverse Stock Split shares in exchange for certificates
representing post-Reverse Stock Split shares in accordance with the procedures
to be set forth in a letter of transmittal that will be delivered to our
stockholders. No new certificates will be issued to a stockholder until the
stockholder has surrendered to the exchange agent his, her or its outstanding
certificate(s) together with the properly completed and executed letter of
transmittal. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD
NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO. Stockholders whose shares
are held by their stockbroker do not need to submit old share certificates for
exchange. These shares will automatically reflect the new quantity of shares
based on the Reverse Stock Split. Beginning on the effective date of the Reverse
Stock Split, each certificate representing pre-Reverse Stock Split shares will
be deemed for all corporate purposes to evidence ownership of post-Reverse Stock
Split shares.
Fractional
Shares
We will
not issue fractional certificates for post-Reverse Stock Split shares in
connection with the Reverse Stock Split. In lieu of issuing fractional shares,
we will round up the number of shares to be received by the holder to the next
whole number of shares.
No
Dissenter’s Rights
Under the
Nevada Revised Statutes, stockholders will not be entitled to dissenter’s rights
with respect to the proposed amendment to the Articles, and we do not intend to
independently provide stockholders with any such right.
Certain
Material U.S. Federal Income Tax Consequences of the Reverse Stock
Split
The
following is a summary of certain U.S. federal income tax consequences relating
to the Reverse Stock Split as of the date hereof. Except where noted, this
summary deals only with a stockholder who is a U.S. holder and holds common
stock as a capital asset.
For
purposes of this summary, a “U.S. holder” means a beneficial owner of common
stock who is any of the following for U.S. federal income tax purposes:
(i) a citizen or resident of the United States, (ii) a corporation
created or organized in or under the laws of the United States, any state
thereof, or the District of Columbia, (iii) an estate the income of which
is subject to U.S. federal income taxation regardless of its source, or
(iv) a trust if (1) its administration is subject to the primary
supervision of a court within the United States and one or more U.S. persons
have the authority to control all of its substantial decisions, or (2) it
has a valid election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person. A non-U.S. holder of common stock is a stockholder who
is not a U.S. holder.
This
summary is based upon provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), and regulations, rulings and judicial decisions as of the
date hereof. Those authorities may be changed, perhaps retroactively, so as to
result in U.S. federal income tax considerations different from those summarized
below. This summary does not represent a detailed description of the U.S.
federal income tax consequences to a stockholder in light of his, her or its
particular circumstances. In addition, it does not represent a description of
the U.S. federal income tax consequences to a stockholder who is subject to
special treatment under the U.S. federal income tax laws and does not address
the tax considerations applicable to stockholders who may be subject to special
tax rules, such as: partnerships, financial institutions; insurance companies;
real estate investment trusts; regulated investment companies; grantor trusts;
tax-exempt organizations; dealers or traders in securities or currencies;
stockholders who hold common stock as part of a position in a straddle or as
part of a hedging, conversion or integrated transaction for U.S. federal income
tax purposes or U.S. holders that have a functional currency other than the U.S.
dollar; stockholders who actually or constructively own 10 percent or more
of the Company’s voting stock; or a non-U.S. holder who is a U.S. expatriate,
“controlled foreign corporation” or “passive foreign investment
company.”
Moreover,
this description does not address the U.S. federal estate and gift tax,
alternative minimum tax or other tax consequences of the Reverse Stock
Split.
If an
entity classified as a partnership for U.S. federal income tax purposes holds
common stock, the tax treatment of a partner will generally depend on the status
of the partner and the activities of the partnership.
Each
stockholder should consult his, her or its own tax advisers concerning the
particular U.S. federal tax consequences of the Reverse Stock Split, as well as
the consequences arising under the laws of any other taxing jurisdiction,
including any state, local or foreign income tax consequences.
To
ensure compliance with Treasury Department Circular 230, each holder of common
stock is hereby notified that: (a) any discussion of U.S. federal tax
issues in this proxy statement is not intended or written to be used, and cannot
be used, by such holder for the purpose of avoiding penalties that may be
imposed on such holder under the Code; (b) any such discussion has been
included by the Company in furtherance of the Reverse Stock Split on the terms
described herein; and (c) each such holder should seek advice based on its
particular circumstances from an independent tax advisor.
Generally,
a reverse stock split will not result in the recognition of gain or loss by a
U.S. holder for U.S. federal income tax purposes. We believe that the Reverse
Stock Split will qualify as a “reorganization” under Section 368(a)(1)(E)
of the Code. Accordingly, provided that the fair market value of the post-split
shares is equal to the fair market value of the pre-split shares surrendered in
exchange therefor:
|
•
|
|
A
stockholder should not recognize any gain or loss in the Reverse Stock
Split.
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|
•
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|
A
stockholder’s aggregate tax basis in its shares of post-split shares
should be equal to its aggregate tax basis in the pre-split shares
exchanged therefor.
|
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•
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|
A
stockholder’s holding period for the post-split shares should include the
period during which the pre-split shares surrendered in exchange therefor
were held.
|
However,
the IRS may take the position that the receipt of additional shares in lieu of
fractional shares is a taxable dividend, in which case a stockholder would
recognize dividend income equal to the fair market value of the additional
fraction of a share received. Stockholders should consult their own tax advisors
regarding the tax consequences to them in such case.
The tax
consequences of the Reverse Stock Split under state, local and foreign laws are
not addressed in this discussion. No opinion of counsel or ruling from the
Internal Revenue Service has been or will be sought, and this discussion is not
binding on the Internal Revenue Service.
Vote
Required and Board of Directors’ Recommendation
The affirmative vote of a majority of
all outstanding shares of common stock is required for approval of this
proposal. An abstention or broker non-vote is not an affirmative vote and,
therefore, will have the same effect as a vote against the
proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE ARTICLES.
PROPOSAL
4
RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board
has selected the firm of Child, Van Wagoner & Bradshaw, PLLC as our
registered public accounting firm for fiscal 2008. Child, Van Wagoner &
Bradshaw, PLLC has served as our registered public accounting firm since 2006.
Although stockholder approval of the Board’s selection of Child, Van Wagoner
& Bradshaw, PLLC is not required by law, the board believes that it is
advisable to give stockholders an opportunity to ratify this selection. If this
proposal is not approved at the annual meeting, the Board will reconsider its
selection of Child, Van Wagoner & Bradshaw, PLLC.
Representatives
of Child, Van Wagoner & Bradshaw, PLLC are expected to be present at the
annual meeting. They will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders.
OUR
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF CHILD, VAN WAGONER
& BRADSHAW, PLLC AS OUR REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2008.
In considering your vote with respect
to the ratification of our selection of Child, Van Wagoner & Bradshaw, PLLC
as our registered public accounting firm pursuant to Proposal 4, you should
consider the discussion of “Relationship with Independent Registered Public
Accounting Firm” and the other discussions contained in this Proxy
Statement.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The following table includes
information concerning compensation of our CEO and our CFO, being our only
executive officers for the year ended December 31, 2007:
Name
and Principal Position
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|
Salary
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|
Option
Awards
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|
Non-Equity
Incentive Plan Compensation
|
|
All
Other Compensation
|
|
Total
|
Donald
Sampson – President, CEO
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|
2007
|
|
180,000
|
|
—
|
|
—
|
|
—
|
|
180,000
|
|
|
2006
|
|
120,000
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|
112,441
|
|
—
|
|
—
|
|
232,441
|
Theodor
Hennig – CFO
|
|
2007
|
|
120,000
|
|
—
|
|
—
|
|
—
|
|
120,000
|
|
|
2006
|
|
100,000
|
|
112,441
|
|
—
|
|
—
|
|
212,441
|
[Missing Graphic Reference]
(1)
|
All
salaries indicated in 2006 and 2007 were accrued and unpaid during 2006
and 2007. Accrued salary totaling $146,603 owing to Mr. Sampson
and $98,655 owing to Mr. Hennig were settled in April 2008 in exchange for
the issuance of 4,188,657 shares and 2,818,714 shares of common stock,
respectively.
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(2)
|
Represents
the dollar amount recognized during fiscal 2007 for financial statement
reporting purposes under Statement of Financial Accounting Standards
(“SFAS”) No. 123R, “Share-based Payments” with respect to stock option
grants. Refer to Note 9, “Stock Options and Warrants”, in the
Notes to Consolidated Financial Statements included in the Annual Report
on Form 10-KSB filed on May 2, 2008 for the relevant assumptions used to
determine the valuation of our option awards. The values reported in this
column represent the account expense values incurred during the fiscal
year and may not be equivalent to the actual value recognized by the named
executive officer.
|
Employment Agreements
We
entered into an employment agreement with Donald Sampson, effective as of March
1, 2007 for a period ending February 28, 2009, pursuant to which Mr. Sampson is
employed as our President and Chief Executive Officer. Under his employment
agreement, Mr. Sampson is entitled to a base salary of $180,000 and a bonus
equal to 2% of the EBITDA when it becomes positive, which will be paid
quarterly. The employment agreement provides that Mr. Sampson may earn up to one
year’s salary if terminated without cause.
We
entered into a consulting agreement with Theodor Hennig’s professional
corporation pursuant to which Mr. Hennig serves as our Chief Financial Officer.
The consulting agreement was effective September 27, 2005 and runs through
September 27, 2007. The consulting agreement was extended, effective October 1,
2007, for an additional term of fifteen months. Under the consulting agreement,
Mr. Hennig is entitled to a monthly fee of CDN 10,000 plus expenses and an
annual bonus equal to 2% of EBITDA.
Base
Salary
Compensation
of our CEO and CFO is set by employment agreements at such level as the
compensation committee believes will motivate leadership and accomplishment and
compensate such officers for their efforts and risks taken on in managing an
early stage company. The salaries of Mr. Sampson, as CEO, and Mr. Hennig, as
CFO, were contractually fixed at $180,000 and $120,000Cdn, respectively, during
2007. Because of the absence of sufficient funding to support salary payments,
the stated salaries/consulting fees of Mr. Sampson and Mr. Hennig were accrued
during 2006 and 2007 and were settled in part through the issuance of common
stock during the first quarter of 2008, with Mr. Sampson receiving 4,188,657
shares of common stock in settlement of $146,603 of salary and Mr. Hennig
receiving 2,818,714 shares of common stock in settlement of $98,655 of
salary.
Bonus
We do not
presently maintain any formal bonus plan for executive officers and employees
and no bonuses were given during 2007. The compensation committee may, at its
discretion, elect to adopt a formal bonus plan to reward shorter-term
performance based on the satisfaction of specific financial and other goals to
be established by the compensation committee from time to time. Mr. Sampson and
Mr. Hennigs’ contracts call for bonuses in the event that certain EBITDA
thresholds are achieved.
Stock
Option and Equity Incentive Programs
We intend
that our stock option program is the primary vehicle for offering long-term
incentives and rewarding executive officers and key employees. We also regard
our stock option program as a key retention tool. This is a very important
factor in determination of the terms of options granted, including the number of
underlying shares that are granted in connection with that award. Because of the
direct relationship between the value of an option and the market price of
common stock, we believe that granting stock options is the best method of
motivating the executive officers to manage our company in a manner that is
consistent with the interests of the company and its stockholders.
Option Awards Granted. We
grant options to executive officers and key employees at the time of hiring and,
thereafter, at such times as the compensation committee deems appropriate based
upon prior performance, the importance of retaining their services and the
potential for their performance to help us attain long-term goals. However,
there is no set formula for the granting of options to individual executives or
employees. During 2007, we granted no stock options.
Timing of Grants. Stock
option awards to the executive officers and other key employees have,
historically, been limited to the commencement of employment and annually
thereafter at such time as the compensation committee deems appropriate. The
compensation committee has adopted as a policy a specific prohibition of timing
stock option grants, and has made no stock option grants, to coordinate with the
release of material non-public information in any manner designed to affect the
value of executive compensation. The exercise price of all stock options is set
at or above the prior day’s closing price of the common stock.
Stock Ownership Guidelines.
We do not presently maintain any guidelines or requirements with respect
to minimum number, or value, of our shares to be owned by our executive officers
or directors.
Perquisites
Our
executives are entitled to few benefits and, in each case, those benefits are
available to all of our employees. In this regard it should be noted that we do
not provide pension arrangements, post-retirement health coverage, or similar
benefits for our executives or employees.
Post-Employment
Compensation
Pension
Benefits and other Compensation
We do not
provide pension arrangements, post-retirement health coverage or nonqualified
defined contribution or other deferred compensation plans for our executives or
employees.
Other
Post-Employment Payments
We have
no agreements, written or oral, to provide any payments to executives or
employees upon termination or a change-in-control.
Outstanding
Equity Award at Fiscal Year-End
The following table includes certain
information with respect to the number of all unexercised options previously
awarded to the named executive officers at December 31, 2007.
|
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Option
Awards
[Missing Graphic Reference]
|
|
Stock
Awards
[Missing Graphic Reference]
|
Name
[Missing Graphic Reference]
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
[Missing Graphic Reference]
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
[Missing Graphic Reference]
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
[Missing Graphic Reference]
|
|
Option
Exercise
Price
($)
[Missing Graphic Reference]
|
|
Option
Expiration
Date
[Missing Graphic Reference]
|
|
Number
of
Shares
or
Units
of
Stock
that
Have
Not Vested
(#)
[Missing Graphic Reference]
|
|
Market
Value
of
Shares
or
Units
of
Stock
that
Have
Not Vested
($)
[Missing Graphic Reference]
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or
Other
Rights
that
Have
Not
Vested
(#)
[Missing Graphic Reference]
|
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
[Missing Graphic Reference]
|
Donald
Sampson - President, CEO
|
|
1,350,000
|
|
—
|
|
—
|
|
|
0.08
|
|
04/02/2011
|
|
—
|
|
—
|
|
—
|
|
—
|
Theodor
Hennig - CFO,
|
|
1,350,000
|
|
—
|
|
—
|
|
|
0.08
|
|
04/02/2011
|
|
—
|
|
—
|
|
—
|
|
—
|
DIRECTOR
COMPENSATION
We
currently do not pay any compensation to our directors other than reimbursing
costs related to performing their duties. Directors are granted stock options
pursuant to our stock option plan. In connection with the adoption of our 2005
Long Term Performance Plan, during 2005, each of the non-employee directors was
granted, on a one-time basis, stock options to purchase 1,000,000 shares of
common stock at $0.50. All of those options expired in May 2007.
CORPORATE
GOVERNANCE
The
Board and Board Meetings
The Board
consists of four directors. During the fiscal year ended December 31, 2007,
the Board held a total of 5 meetings and the Audit Committee and Compensation
Committee each held 1 meeting. Each director attended at least 75% of
the total number of (1) meetings of the Board plus (2) meetings of all
committees on which he served. It is our policy that directors are
expected to attend the annual meeting of stockholders.
Board
Independence
The Board
has determined that Mr. Getty is the sole director qualifying as “independent”
as defined by applicable Nasdaq and SEC rules. In making this determination, the
board has concluded that Mr. Getty has no relationship that, in the opinion of
the board, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director.
Board
Committees
The board
currently has, and appoints members to, two standing committees: the audit
committee and the compensation committee. The current members of the committees
are identified below:
|
|
|
|
|
|
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|
|
|
Director
[Missing Graphic Reference]
|
|
Audit
[Missing Graphic Reference]
|
|
Compensation
[Missing Graphic Reference]
|
|
Donald
Getty
|
|
ü
|
|
|
|
ü
|
|
(Chair)
|
|
Donald
Sampson
|
|
ü
|
|
(Chair)
|
|
ü
|
|
|
|
Theodor
Hennig
|
|
ü
|
|
|
|
ü
|
|
|
|
Audit
Committee
The Audit
Committee operates pursuant to a written charter that was adopted and is filed
as an exhibit to our Proxy Statement on Schedule 14A filed with the SEC on July
12, 2005. Under its charter, the Audit Committee is given the sole authority and
responsibility for the appointment, retention, compensation and oversight of our
independent auditors, including pre-approval of all audit and non-audit services
to be performed by our independent auditors.
Donald
Getty (Chairman), Don Sampson and Theodor Hennig are the members, and during
2007 were the members, of the Audit Committee. The Board of Directors has
determined that each of the members of the Audit Committee is qualified to serve
on the Audit Committee based on their financial and accounting acumen. The Board
of Directors has determined that none of the members of the Audit Committee
meets the SEC criteria of an “audit committee financial expert” and that only
Mr. Getty satisfies the independence standards for audit committee members
(applying the standards adopted by Nasdaq). At such time as the Board of
Directors determines that the size and scope of our operations and our available
financial resources warrant such, we expect to seek to add independent directors
for appointment to the Audit Committee, including one or more directors
satisfying the criteria of an “audit committee financial expert.”
The audit
committee met one time during the fiscal year ended December 31, 2007. For
more information regarding the audit committee, please refer to the “Report of
Audit Committee” beginning on page [__].
Compensation
Committee
The
Compensation Committee is responsible for reviewing and approving, on behalf of
the Board of Directors, the amounts and types of compensation to be paid to our
executive officers and the non-employee directors; provides oversight and
guidance in the development of compensation and benefit plans for all company
employees; and administers all company stock-based compensation
plans.
Donald
Getty (Chairman) and Donald Sampson are the members, and during 2007 were the
members, of the Compensation Committee. The Board of Directors has determined
that only Mr. Getty satisfies the independence standards established by
Nasdaq.
Nomination
of Directors
The Board
of Directors does not maintain a standing Nominating Committee. Because of the
small size of the Board, the lack of independent directors and the current
demands on the directors, the Board determined that the nomination process would
best be carried out by drawing upon the resources of all Board members with the
requirement that nominees be selected by a majority of the
directors.
In
assessing potential director nominees, the Board looks for candidates who
possess a wide range of experience, skills, areas of expertise, knowledge and
business judgment, high integrity and demonstrated superior performance or
accomplishments in his or her professional undertakings.
The Board
may utilize the services of a search firm to help identify candidates for
director who meet the qualifications outlined above.
The Board
will also consider for nomination as director qualified candidates suggested by
stockholders of the company. Stockholders can suggest qualified candidates for
nomination as director by writing to our corporate secretary at #700-300 South
Fourth Street, Las Vegas, Nevada 89101. Submissions that are received that meet
the criteria outlined above are forwarded to the full Board of Directors for
further review and consideration.
Communicating
with the Independent Directors
Our Board
will give appropriate attention to written communications that are submitted by
stockholders, and will respond if and as appropriate. Our Chairman,
Mr. Getty, is primarily responsible for monitoring communications from
stockholders and for providing copies or summaries to the other directors as he
considers appropriate.
Communications
are forwarded to all directors if they relate to important substantive matters
and include suggestions or comments that the lead director, with the assistance
of our counsel, considers to be important for the directors to know. In general,
communications relating to corporate governance and long-term corporate strategy
are more likely to be forwarded than communications relating to ordinary
business affairs, personal grievances and matters as to which we tend to receive
repetitive or duplicative communications.
Stockholders
who wish to send communications on any topic to the board should address such
communications to Globetech Environmental, Inc. Board of Directors, c/o
Corporate Secretary, #700-300 South Fourth Street, Las Vegas, Nevada
89101.
Code
of Conduct and Ethics
The Board
of Directors has adopted a Code of Business Ethics covering all of its officers,
directors and employees. We require all employees to adhere to the Code of
Business Ethics in addressing legal and ethical issues encountered in
conducting their work. The Code of Business Ethics requires that our employees
avoid conflicts of interest, comply with all laws and other legal requirements,
conduct business in an honest and ethical manner and otherwise act with
integrity and in our company's best interest.
The Board
of Directors has also adopted a separate Code of Business Ethics for the CEO and
Senior Financial Officers. This Code of Ethics supplements its general Code of
Business Ethics and is intended to promote honest and ethical conduct, full and
accurate reporting, and compliance with laws as well as other
matters.
The Code
of Business Ethics for the CEO and Senior Financial Officers is filed as an
exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2005
and is available for review at the SEC's web site at www.sec.gov.
CERTAIN
RELATIONSHIPS
We have,
from time to time, entered into transactions with various entities controlled by
our current or former principal stockholders, officers and
directors.
As a
result of limited resources available to our company, during 2006 and 2007,
substantially all of the salary and expenses payable to our senior management
(Messrs. Sampson and Hennig) was accrued and settled through the issuance of
shares of common stock. The following table sets forth the salary and expenses
settled in stock during 2006 and 2007, the number of shares issued in settlement
of accrued salary and expenses during 2006 and 2007 and the accrued and unpaid
salary outstanding at the end of 2006 and 2007.
|
|
|
Salary
and Expenses Settled in Stock During Year (1)
|
|
Shares
Issued to Settle Salary and Expenses During Year
|
|
Salary
Accrued and Unpaid at December 31
|
Don
Sampson
|
2007
|
|
$ 0
|
|
0
|
|
$ 276,737
|
|
2006
|
|
160,000
|
|
2,000,000
|
|
146,603
|
Theo
Hennig
|
2007
|
|
0
|
|
0
|
|
141,972
|
|
2006
|
|
77,175
|
|
964,688
|
|
98,655
|
(1)
|
Salary
and expenses settled in stock during the year reflects amounts actually
settled during the applicable period and does not necessarily reflect
salary actually accrued during the stated period. For instance, salary
settled during 2006 relates principally to salary accrued during
2005.
|
Subsequent
to December 31, 2007, the accrued salary and expenses owed to Messrs. Sampson
and Hennig were settled through the issuance of 4,188,657 and 2,818,714 shares,
respectively.
Shares
issued in settlement of accrued salary and expenses are issued at or above the
market price on the date of issuance.
Amounts
owed to stockholders totaled $100,397 at December 31, 2007 and $107,481 at
December 31, 2006. All such amounts were repayable on demand with no specific
repayment terms. In April 2006, substantially all amounts owed to stockholders,
including accrued but unpaid salary and expenses, totaling $735,649 were
converted into an aggregate of 7,949,428 shares of common stock. The conversion
price of such debt was at or above the market price of the stock on the dates of
conversion.
SECTION
16(a) BENEFICIAL OWNERSHIP
REPORTING
COMPLIANCE
Section 16(a)
of the Exchange Act, or “Section 16(a)”, requires that directors, executive
officers and persons who own more than ten percent of any registered class of a
company’s equity securities, or “reporting persons”, file with the SEC initial
reports of beneficial ownership and report changes in beneficial ownership of
common stock and other equity securities. Reporting persons holding our stock
are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.
Based
solely on our review of copies of these reports, and written representations
from such reporting persons, we believe that all filings required to be made by
reporting persons of our stock were timely filed for the year ended
December 31, 2007 in accordance with Section 16(a).
RELATIONSHIP
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Changes
and Disagreements with Accountants
On August 17, 2006, we dismissed
Robison, Hill & Co. (“RHC”) as our independent certifying accountants. On
the same date, we appointed Child, Van Wagoner & Bradshaw, PLLC (“CVWB”) as
our new independent certifying accountants.
The decision to dismiss RHC and appoint
CVWB was recommended and approved by our audit committee and board of
directors.
RHC’s reports on the financial
statements for the years ended December 31, 2005 and 2004 did not contain an
adverse opinion or disclaimer, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
During our two most recent fiscal years
and any subsequent interim period preceding the dismissal of RHC, there were no
disagreements with RHC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s) if not resolved to the satisfaction of RHC, would have caused
RHC to make reference to the subject matter of the disagreement(s) in connection
with its report.
During our two most recent fiscal years
and any subsequent interim period preceding the dismissal of RHC, there have
been no reportable events of the type required to be disclosed by Item
304(a)(1)(iv) of Regulation S-B.
Prior to the engagement of CVWB, we did
not consult with such firm regarding the application of accounting principles to
a specific completed or contemplated transaction, or any matter that was either
the subject of a disagreement or a reportable event. We also did not consult
with CVWB regarding the type of audit opinion which might be rendered on our
financial statements and no oral or written report was provided by
CVWB.
We provided RHC with a copy of the
disclosures made in response to Item 304(a) of Regulation S-K. We requested that
RHC review the disclosure and furnish a letter addressed to the Commission
stating whether it agreed with the statements made by us in response to Item
304(a) of Regulation S-B and, if not, stating the respects in which it does not
agree. Such letter was filed as an exhibit to our report on Form 8-K relating to
the change of auditors.
Report
of Audit Committee
The audit
committee is responsible for assessing the information provided by management
and our registered public accounting firm in accordance with its business
judgment. Management is responsible for the preparation, presentation and
integrity of our financial statements and for the appropriateness of the
accounting principles and reporting policies that are used. Management is also
responsible for testing the system of internal controls, and reports to the
audit committee on any deficiencies found. Our registered public accounting
firm, Child, Van Wagoner & Bradshaw, PLLC, is responsible for auditing the
financial statements and for reviewing the unaudited interim financial
statements.
The audit
committee reviewed with our registered public accounting firm the overall scope
and plan of the audit. In addition, it met with our registered public accounting
firm to discuss the results of Child, Van Wagoner & Bradshaw, PLLC’s
examination, the overall quality of our financial reporting and such other
matters as are required to be discussed under generally accepted auditing
standards. The audit committee has also received from, and discussed with, our
registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards 61 (Communication with Audit
Committees).
The audit
committee has discussed with Child, Van Wagoner & Bradshaw that firm’s
independence from management and our company, including the matters in the
written disclosures and the letter required by the Independence Standards Board
Standard No. 1. The audit committee has also considered the compatibility
of audit related and tax services with the auditors’ independence.
In
fulfilling its oversight responsibilities, the audit committee has reviewed and
discussed the audited financial statements in the Annual Report on Form 10-KSB
for the year ended December 31, 2007 with both management and our
registered public accounting firm. The audit committee’s review included a
discussion of the quality and integrity of the accounting principles, the
reasonableness of significant estimates and judgments, and the clarity of
disclosures in the financial statements.
In
reliance on the reviews and discussions referred to above, the audit committee
recommended to the Board, and the Board has approved, that the audited financial
statements be included in the Annual Report on Form 10-KSB for the year ended
December 31, 2007 for filing with the SEC. The audit committee has
recommended to the Board the reappointment of Child, Van Wagoner & Bradshaw,
PLLC as our registered public accounting firm for the 2008 fiscal
year.
By the
Audit Committee of the Board of Directors:
Donald
Getty, Audit Committee Chair
Donald
Sampson, Audit Committee Member
Theodor
Hennig, Audit Committee Member
Independent
Registered Public Accounting Firm Fees
The
following table summarizes the fees of Child, Van Wagoner & Bradshaw, PLLC,
and Robinson, Hill and Company our registered public accounting firms, billed to
us for each of the last two fiscal years:
|
|
|
|
|
|
|
Fee
Category
[Missing Graphic Reference]
|
|
FY
2006
[Missing Graphic Reference]
|
|
FY
2007
[Missing Graphic Reference]
|
Audit
Fees
|
|
$
|
37,000
|
|
$20,000
|
|
Audit-Related
Fees
|
|
|
—
|
|
—
|
|
Tax
Fees
|
|
|
193
|
|
—
|
|
All
Other Fees
|
|
|
—
|
|
—
|
|
Total
Fees
|
|
$
|
37,193
|
|
$20,000
|
|
Pre-Approval
Policies and Procedures
The Audit
Committee is to pre-approve all audit and non-audit services provided by the
independent auditors. These services may include audit services, audit related
services, tax services and other services as allowed by law or regulation.
Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specifically approved amount. The independent auditors and
management are required to periodically report to the Audit Committee regarding
the extent of services provided by the independent auditors in accordance with
this pre-approval and the fees incurred to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.
HOUSEHOLDING
OF ANNUAL MEETING MATERIALS
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding”. This means that only one copy of our annual report
and proxy statement will be sent to stockholders who share the same last name
and address. Householding is designed to reduce duplicate mailings and save
significant printing and postage costs.
If you
receive a household mailing this year and would like to receive additional
copies of our annual report and/or proxy statement, please submit your request
in writing to: Globetech Environmental, Inc., 7716 W. Rutter Parkway, Spokane,
WA, 99208, Attention: Secretary or by calling Globetech Environmental, Inc. at
(509) 990-6778. Any stockholder who wants to receive separate copies of the
proxy statement in the future, or who is currently receiving multiple copies and
would like to receive only one copy for his or her household, should contact his
or her bank, broker, or other nominee record holder.
DEADLINE
FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR
THE 2009 ANNUAL MEETING
Any
stockholders who wish to submit a proposal, pursuant to Rule 14a-8 under the
Exchange Act, for inclusion in the proxy materials for our 2009 annual meeting
of stockholders must ensure that it is received by our corporate secretary at
our corporate headquarters, which are located at 7716 W. Rutter Parkway,
Spokane, WA, 99208, no later than [______________], 2009.
Our
by-laws also establish an advance notice procedure for stockholders who wish to
nominate candidates for election as directors. We must receive a notice
regarding stockholder nominations for director at our corporate headquarters not
less than 60 days nor more than 90 days prior to the applicable stockholder
meeting, provided, however, that in the event we do not publicly announce the
date of the applicable annual meeting by mail, press release or otherwise more
than 70 days prior to the meeting, we must receive the notice no later than the
tenth day following the day on which such announcement of the date of the
meeting is made. Any such notice must contain certain specified information
concerning the persons to be nominated and the stockholder submitting the
nomination, all as set forth in the amended and restated by-laws. The presiding
officer of the meeting may refuse to acknowledge any director nomination not
made in compliance with such advance notice requirements. We have not publicly
announced the date of the 2008 annual meeting prior to the mailing of this
notice and proxy statement. Accordingly, an appropriate notice from a
stockholder regarding nominations for director to be acted on at the 2008 annual
meeting must be received within ten days of this mailing.
By Order
of the Board of Directors,
Donald Sampson
Chairman
August [ ],
2008
THE BOARD ENCOURAGES STOCKHOLDERS TO
ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
A PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING
AND YOUR COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE ANNUAL
MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR
PROXIES.
GLOBETECH
ENVIRONMENTAL, INC.
7716
W. Rutter Parkway
Spokane,
WA 99208
Proxy for
Annual Meeting of Shareholders
to be
held on September 15, 2008
This
Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald
Sampson and [___________], and each of them, as Proxies, with full power of
substitution in each of them, in the name, place and stead of the undersigned,
to vote at an Annual Meeting of Shareholders (the "Meeting") of Globetech
Environmental, Inc., a Nevada corporation (the "Company"), on September 15,
2008, at [____] a.m., or at any adjournment or adjournments thereof, in the
manner designated below, all of the shares of the Company's common stock that
the undersigned would be entitled to vote if personally present.
(1)
|
Election
of directors:
|
|
|
|
|
|
|
|
|
FOR
ALL NOMINEES LISTED BELOW
|
|
WITHHOLD
AUTHORITY TO VOTE FOR
|
|
|
|
(except
as marked to the contrary below)
|
|
ALL
NOMINEES LISTED BELOW
|
|
|
|
|
|
|
INSTRUCTION:
To withhold authority to vote for any individual nominees, strike a line
through the nominee’s name in the list below.
|
|
|
|
|
|
Donald
Getty
|
Donald
Sampson
|
Theodor
Hennig
|
Hans-Eberhardt
Frenzel
|
|
|
|
|
|
(2)
|
Proposal
to amend articles of incorporation to carry out a 1-for-[__] reverse stock
split, increase authorized shares of common stock, authorize a class of
preferred stock and restate the articles of incorporation as so
amended.
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
(3)
|
Proposal
to ratify the appointment of Child, Van Wagoner & Bradshaw, PLLC as
the Company's independent certifying accountants.
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
(4)
|
In
their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
|
|
|
|
|
|
|
GRANT
AUTHORITY
|
|
WITHHOLD
AUTHORITY
|
|
(Continued
on other side)
[Missing Graphic Reference]
(Continued
from other side)
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 2, 3 AND 4, FOR MANAGEMENT’S NOMINEES FOR DIRECTOR LISTED IN THIS
PROXY AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTERS
PROPERLY BROUGHT BEFORE THE SHAREHOLDERS AT THE MEETING.
Please
sign exactly as your name appears hereon. When shares are held by joint tenants,
both should sign. When signing as an attorney, executor,
administrator, trustee, guardian, or corporate officer, please indicate the
capacity in which signing.
DATED:__________________________ ,
2008
Signature:____________________________________
Signature if held
jointly:_________________________
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE