(1)
|
Title
of each class of securities to which transaction applies:
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed
pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
(5)
|
Total
fee paid:
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
At:
|
Thelen
Reid Brown Raysman & Steiner LLP
875
Third Avenue, 10th Floor
Conference
Room #1040
New
York, New York 10022
|
|
On:
|
Wednesday,
October 24, 2007
|
|
Time:
|
10:00
a.m., local time
|
Sincerely,
|
||
/s/
Thomas L. Wegman
|
||
Thomas
L. Wegman
President
|
|
1.
|
To
elect six persons to the Board of Directors of the Company, each
to serve
as specified in the attached Proxy Statement or until such person
resigns,
is removed, or otherwise leaves
office;
|
|
2.
|
To
ratify the selection by the Audit Committee of Tabriztchi & Co. LLP as
the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2007; and
|
|
3.
|
To
transact such other business as may properly come before the 2007
Annual
Meeting or any adjournment thereof.
|
By
Order of the Board of Directors,
|
||
/s/
Thomas L. Wegman
|
||
Thomas
L. Wegman
President
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
All
Other
Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
Edwin
Wegman,
CEO
and Chairman
of
the Board (1)
|
2006
|
401,422
|
0
|
63,540(2)
|
16,898(3)
|
481,860
|
Thomas
Wegman,
President
(4)
|
2006
|
251,590
|
0
|
77,001(5)
|
3,720(6)
|
382,311
|
Lawrence
Dobroff,
CFO
(7)
|
2006
|
138,461
|
25,000
|
51,190(8)
|
0
|
214,651
|
(1)
|
Upon
his death on February 16, 2007, Edwin H. Wegman ceased to be the
Chairman
& CEO of the Company.
|
(2)
|
On
January 23, 2006 the Board approved a grant of 100,000 options
with an
exercise price of $1.10 per share.
|
(3)
|
On
September 6, 2006, the non-employee members of the Board affirmed
their
approval of the Company’s transferring title of the Company’s used 1997
Cadillac Sedan, valued at $4,550, to Mr. Edwin H. Wegman as additional
compensation, $7,875 represents compensation in 2006 for the value
at the
time of issuance of restricted stock to an individual who provided
personal services to Edwin H. Wegman, $3,291 for personal legal
services
to Edwin H. Wegman which was paid by the Company and $1,175 for
the value
of vehicles owned or leased by the
Company.
|
(4)
|
Thomas
L. Wegman also serves as the President of the Company’s wholly-owned
subsidiary Advance Biofactures Corporation for no additional
compensation.
|
(5)
|
On
January 23, 2006 the Board approved a stock grant of 100,000 options
with
an exercise price of $1.00 per share. On September 6, 2006 the
Board
approved a stock grant of 125,000 options with a exercise price
of $0.83
per share, which includes 100,000 contingent options that vest
in two
installments if the Company achieves certain objectives set by
the Board,
including the Company becoming current in its SEC filings. As of
the date
of this Proxy Statement, none of the 100,000 contingent options
have
vested.
|
(6)
|
Value
of vehicles owned or leased by the
Company.
|
(7)
|
On
May 7, 2007, the Board terminated Lawrence Dobroff’s employment with the
Company.
|
(8)
|
On
January 23, 2006 the Board approved a stock grant of 25,000 options
with
an exercise price of $1.00 per share. On September 6, 2006 the
Board
approved a stock grant of 15,000 options with an exercise price
of $0.83
per share. This number also includes 19,413 stock options that
were
granted at various dates in 2006 based on an annual award by the
Board
made when Mr. Dobroff became the CFO of the Company in December
2004.
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Edwin
H. Wegman
|
39,000
|
0
|
0
|
1.00
|
9/29/2012
|
0
|
0
|
0
|
0
|
100,000
|
0
|
0
|
1.10
|
1/22/2011
|
0
|
0
|
0
|
0
|
|
Thomas
L. Wegman
|
1,000
|
0
|
0
|
3.875
|
2/25/2007
|
0
|
0
|
0
|
0
|
1,500
|
0
|
0
|
4.50
|
10/08/2007
|
0
|
0
|
0
|
0
|
|
1,500
|
0
|
0
|
4.38
|
1/14/2008
|
0
|
0
|
0
|
0
|
|
1,800
|
0
|
0
|
4.25
|
10/12/2008
|
0
|
0
|
0
|
0
|
|
2,500
|
0
|
0
|
4.00
|
12/14/2008
|
0
|
0
|
0
|
0
|
|
20,000
|
0
|
0
|
3.00
|
7/12/2009
|
0
|
0
|
0
|
0
|
|
50,000
|
0
|
0
|
1.875
|
10/28/2009
|
0
|
0
|
0
|
0
|
|
20,000
|
0
|
0
|
1.00
|
12/26/2010
|
0
|
0
|
0
|
0
|
|
50,000
|
0
|
0
|
1.00
|
4/18/2011
|
0
|
0
|
0
|
0
|
|
45,000
|
0
|
0
|
1.00
|
9/29/2012
|
0
|
0
|
0
|
0
|
|
100,000
|
0
|
0
|
1.00
|
1/22/2016
|
0
|
0
|
0
|
0
|
|
0
|
100,000
|
100,000
|
.83
|
9/5/2016
|
0
|
0
|
0
|
0
|
|
25,000
|
0
|
0
|
.83
|
9/5/2016
|
0
|
0
|
0
|
0
|
|
Lawrence
Dobroff
|
958
|
0
|
0
|
1.00
|
12/5/2014
|
0
|
0
|
0
|
0
|
25,000
|
0
|
0
|
2.05
|
1/22/1016
|
0
|
0
|
0
|
0
|
|
15,000
|
0
|
0
|
.83
|
9/5/2016
|
0
|
0
|
0
|
0
|
|
1,894
|
0
|
0
|
0.97
|
1/5/2016
|
0
|
0
|
0
|
0
|
|
1,852
|
0
|
0
|
1.00
|
2/5/2016
|
0
|
0
|
0
|
0
|
|
2,165
|
0
|
0
|
0.85
|
3/5/2016
|
0
|
0
|
0
|
0
|
|
1,149
|
0
|
0
|
1.60
|
4/5/2016
|
0
|
0
|
0
|
0
|
|
1,754
|
0
|
0
|
1.05
|
5/4/2016
|
0
|
0
|
0
|
0
|
|
2,252
|
0
|
0
|
0.82
|
6/5/2016
|
0
|
0
|
0
|
0
|
|
1,684
|
0
|
0
|
1.10
|
7/5/2016
|
0
|
0
|
0
|
0
|
|
1,852
|
0
|
0
|
1.00
|
8/3/2016
|
0
|
0
|
0
|
0
|
|
2,222
|
0
|
0
|
0.83
|
9/5/2016
|
0
|
0
|
0
|
0
|
|
1,543
|
0
|
0
|
1.20
|
10/5/2016
|
0
|
0
|
0
|
0
|
|
636
|
0
|
0
|
2.90
|
11/5/2016
|
0
|
0
|
0
|
0
|
|
410
|
0
|
0
|
4.50
|
12/5/2016
|
0
|
0
|
0
|
0
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
(1)
|
(e)
|
(f)
|
(g)
|
(h)(2)
|
Edwin
H. Wegman (3)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Thomas
L. Wegman (4)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Henry
Morgan
|
8,500
|
0
|
55,541
|
0
|
0
|
0
|
55,541
|
Dr.
Paul Gitman
|
9,000
|
0
|
55,541
|
0
|
0
|
0
|
55,541
|
Michael
Schamroth
|
8,500
|
0
|
20,909
|
0
|
0
|
0
|
20,909
|
(1)
|
Excludes
a one-time grant on
March 2, 2007 to each of the then non-employee directors (three)
of 24,000
options granted in lieu of attendance fees and the $10,000 annual
retainer
that were granted to each of the non-employee directors at the
September
6, 2006 Board meeting. As a result of the actions at the March
2, 2007 meeting, the sole compensation for non-employee directors
going
forward will be (i) an annual grant of options to purchase 15,000
shares
of common stock on each anniversary of the September 6, 2006 meeting
(and,
with respect to the two additional directors appointed in 2007,
on
each anniversary of the June 25, 2007 meeting), with such
options vesting 1/12 per month until fully vested, and (ii) reimbursement
of expenses incurred in attending
meetings.
|
(2)
|
As
of December 31, 2006, (i) Mr. Morgan had, in the aggregate, options
to
purchase 100,425 shares of Company common stock of which 11,250
have not
yet vested, (ii) Dr. Gitman had, in the aggregate, options to
purchase 100,425 shares of Company common stock of which 11,250
have not
yet vested, and (iii) Mr. Schamroth had, in the aggregate, options
to
purchase 45,000 shares of Company common stock of which 11,250
have not
yet vested.
|
(3)
|
Edwin
H. Wegman served as our CEO and Chairman of the Board and received
no
additional compensation to serve on the Board as a
director.
|
(4)
|
Thomas
L. Wegman serves as our President and received no additional compensation
to serve on the Board as a
director.
|
Name
and Address of
Beneficial
Owner
|
Options
Owned(1)
|
Shares
Owned(2)
|
Total
Owned
|
Percent
of
Common
Stock
|
|
Estate
of Edwin H. Wegman (3)
Co-executor
Toby Wegman
Co-executor
Thomas L. Wegman
35
Wilbur Street
Lynbrook,
New York 11563
|
139,000
|
2,048,442
|
2,187,442
|
41.1
|
%
|
Jeffrey
K. Vogel (4)
1
Meadow Drive
Lawrence,
NY 11559
|
--
|
496,041
|
496,041
|
9.3
|
%
|
Thomas
L. Wegman
35
Wilbur Street
Lynbrook,
New York 1156s3
|
317,300
|
50,944(5)
|
368,244
|
6.9
|
%
|
Dr.
Paul Gitman (6)
35
Wilbur Street
Lynbrook,
New York 11563
|
118,925
|
56,000
|
174,925
|
3.3
|
%
|
Henry
Morgan
35
Wilbur Street
Lynbrook,
New York 11563
|
118,925
|
23,528
|
142,453
|
2.7
|
%
|
Michael
Schamroth
35
Wilbur Street
Lynbrook,
New York 11563
|
63,500
|
136,800(7)
|
200,300
|
3.8
|
%
|
Toby
Wegman(8)
35
Wilbur Street
Lynbrook,
New York 11563
|
6,250
|
(3)
|
6,250
|
*
|
%
|
Mark
Wegman (9)
35
Wilbur Street
Lynbrook,
New York 11563
|
6,250
|
41,494
|
47,744
|
1
|
%
|
All
executive officers and directors/director nominees
as
a group (6
persons)
|
631,150
|
308,766
|
939,916
|
17.7
|
%
|
*
|
Less
than 1%
|
(1)
|
For
each beneficial owner above, any options which will become exercisable
within 60 days have been included.
|
(2)
|
A
total of 5,316,101 shares of our common stock is considered to
be
outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange
Act
of 1934.
|
(3)
|
Includes
1,843,327 shares of common stock owned by The S.J. Wegman Company,
a
partnership of which Edwin H. Wegman was the sole general partner.
Upon
his death on February 16, 2007, The S.J. Wegman Company was legally
dissolved. At the present time, we do not know who will own or
control the shares of the Company owned by The S.J. Wegman Company
but
presume they are beneficially owned by the co-executors of the
Estate,
Toby Wegman and Thomas L. Wegman. These shares are subject to a
pledge agreement, under which the dissolution of The S.J. Wegman
Company
constitutes an event of default, giving the Board the right to
vote the
pledged shares. For purposes of this Proxy Statement, the
shares beneficially owned by Toby Wegman and Thomas L. Wegman,
the
co-executors of the Estate of Edwin H. Wegman, exclude the shares
presumed
to be beneficially owned by the
Estate.
|
(4)
|
Includes
200,729 shares of common stock held directly by Jeffrey K. Vogel,
the sole
shareholder and President of Bio Management, which is the sole
general
partner of Bio Partners, and 295,312 shares of common stock held
by Bio
Partners. The foregoing information is based solely on Jeffrey
K. Vogel’s
Section 16 filings with the SEC without independent
verification.
|
(5)
|
Includes
7,300 shares of common stock held by Thomas L. Wegman's wife and
child.
Excludes 100,000 options which are contingent and are currently
not
exercisable. Thomas L. Wegman is the son of Edwin H. Wegman, the
brother
of Mark Wegman and step-son to Toby Wegman. He is also the co-executor
of
the Estate of Edwin H. Wegman. For purposes of this table, the
number of
shares beneficially owned by Thomas L. Wegman excludes the shares
beneficially owned by the Estate of Edwin H. Wegman. All
indirect ownership is disclosed in Footnote 3
above.
|
(6)
|
Includes
7,500 shares of common stock held by Dr. Gitman's
wife.
|
(7)
|
Includes
136,800 shares owned by M. Schamroth & Sons. Mr. Schamroth has
disclaimed any beneficial ownership interest in the 136,800 shares
owned
by M. Schamroth & Sons.
|
(8)
|
Includes
only options held directly in her name and currently exercisable
or
exercisable within 60 days. For purposes of this table, the
number of shares beneficially owned by Toby Wegman excludes the
shares
beneficially owned by the Estate of Edwin H. Wegman. All indirect
ownership is disclosed in Footnote 3
above.
|
(9)
|
Includes
37,594 shares of common stock held jointly by Mark Wegman and his
wife.
|
Classes
of
Directors
|
Expiration
of Term
After
Election
at 2007
Annual
Stockholders
Meeting
|
Current
Directors
in Class
|
First
Class
|
2009
Annual
Stockholders Meeting
|
Thomas
L.
Wegman
Dr.
Paul
Gitman
|
Second
Class
|
2010
Annual
Stockholders Meeting
|
Michael
Schamroth
Henry
Morgan
|
Third
Class
|
2008
Annual
Stockholders Meeting
|
Toby
Wegman
Mark
Wegman
|
Name
|
Age
|
Position/s
|
Director
Since
|
Thomas
L. Wegman
|
52
|
President
and Director
|
1994
|
Dr.
Paul Gitman
|
66
|
Director
|
1990
|
Michael
Schamroth
|
67
|
Director
|
2004
|
Henry
Morgan
|
86
|
Director
|
1990
|
Toby
Wegman
|
72
|
Director
|
June
25, 2007
|
Dr.
Mark Wegman
|
57
|
Director
|
June
25, 2007
|
/s/
The Audit Committee
|
|
Dr.
Paul Gitman
Henry
Morgan
Michael
Schamroth
|
2006
|
2005
|
||||||
Audit
fees(1)
|
$
|
60,651
|
$
|
58,601
|
|||
Audit-related
fees
|
0
|
0
|
|||||
Tax
fees
|
0
|
0
|
|||||
All
other fees
|
0
|
0
|
(1)
|
Consists
of fees billed for the audit of our annual financial statements,
review of
financial statements included in our Quarterly Reports on Form
10-QSB and
services that are normally provided by the accountant in connection
with
statutory and regulatory filings or
engagements.
|
September
28, 2007
|
By
Order of the Board of Directors
|
||
/s/
Thomas L. Wegman
|
|||
Thomas
L. Wegman, President
|
1.
|
Purpose
of the Audit
Committee
|
|
1.1.
|
The
purpose of the Audit Committee (the “Committee”) of BioSpecifics
Technologies Corp. (the “Company”) is to represent and assist the
board of directors (the “Board”) in overseeing and monitoring (1)
the integrity of the financial statements of the Company; (2) the
Company’s compliance with legal and regulatory requirements, (3) the
qualifications and independence of the Company’s registered public
accounting firm (the “Independent Auditors”); (4) the performance
of the Company’s Independent Auditors and any internal audit functions and
(5) the business practices and ethical standards of the
Company.
|
|
1.2.
|
The
Committee is also responsible for (a) the appointment, compensation,
retention and oversight of the work of the Company’s Independent Auditors
and (b) the preparation of the report required by the rules of
the
Securities and Exchange Commission (the “Commission”) to be
included in the Company’s annual proxy
statement.
|
|
1.3.
|
It
is not the duty of the Committee to plan or conduct audits or to
determine
that the Company’s financial statements and disclosures are presented
fairly in all material respects in accordance with generally accepted
accounting principles. The Audit Committee members are not
professional accountants or auditors and their functions are not
intended
to duplicate or to certify the activities of management and the
Independent Auditor.
|
|
1.4.
|
The
Audit Committee serves a board level oversight role where it oversees
the
relationship with the Independent Auditor, as set forth in this
charter,
receives information and provides advice, counsel and general direction,
as it deems appropriate, to management and the Independent Auditors,
taking into account the information it receives, discussions with
the
Independent Auditor, and the experience of the Audit Committee's
members
in business, financial and accounting
matters.
|
2.
|
Committee
Membership
|
3.
|
Committee
Composition/Compensation
|
|
3.1.
|
The
members of the Committee shall be nominated and elected by the
Board and
shall serve until their successors shall be duly elected and
qualified. Unless a Chairman is elected by the full Board, the
members of the Committee shall designate a Chair by majority vote
of all
of the Committee members.
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3.2.
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Unless
otherwise determined by the Board (in which case disclosure of
such
determination shall be made in the Company’s annual proxy statement), no
member of the Committee may serve on the audit committee of more
than two
other public companies.
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3.3.
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No
member of the Committee may receive, directly or indirectly, any
consulting, advisory or other compensatory fee from the Company
or any of
its subsidiaries, other than fees paid in his or her capacity as
a member
of the Board or a committee of the
Board.
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4.
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Meetings
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4.1.
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The
Committee shall meet at least four times annually or more frequently
as
circumstances dictate or as the Committee or its Chair deem
advisable. Attendance by at least two of the three members of
the Committee at any meeting shall constitute a quorum and shall
be
sufficient for the taking of any action before the Committee. The
Committee shall meet in executive session with the Independent
Auditor,
the principal financial officer and management
periodically.
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4.2.
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The
Committee will cause adequate minutes of all its proceedings to
be kept,
and will report on its actions and activities at the next quarterly
meeting of the Board. Committee members will be furnished with
copies of the minutes of each meeting and any action taken by unanimous
consent. The Committee is governed by the same rules regarding
meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver
of
notice, and quorum and voting requirements as are applicable to
the
Board.
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4.3.
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The
Committee is authorized to adopt its own rules of procedure not
inconsistent with (a) any provision of this Charter, (b) any provision
of
the Bylaws of the Company, or (c) the laws of the State of
Delaware.
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4.4.
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The
Chairman of the Committee is to be contacted directly by the principal
financial officer or the Independent Auditor (1) to review items
of a
sensitive nature that can impact the accuracy of financial reporting
or
(2) to discuss significant issues relative to the overall Board
responsibility that have been communicated to management but, in
their
judgment, may warrant follow-up by the
Committee.
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5.
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Authority
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5.1.
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The
Committee will have the resources and authority necessary to discharge
its
duties and responsibilities. The Committee shall
have the authority to engage independent legal, accounting and
other
advisers, as it determines necessary to carry out its duties. The
Committee shall have sole authority to approve related fees and
retention
terms. Any communications between the Committee and legal
counsel in the course of obtaining legal advice will be considered
privileged communications of the Company and the Committee will
take all
necessary steps to preserve the privileged nature of those
communications.
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5.2.
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The
Committee may form and delegate authority to subcommittees and
may
delegate authority to one or more designated members of the
Committee.
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6.
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Responsibilities
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6.1.
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is
directly responsible for the appointment, replacement, compensation,
and
oversight of the work of the Independent Auditor. The
Independent Auditor shall report directly to the
Committee.
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6.2.
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obtains
and reviews annually a report by the Independent Auditor describing
the
firm's internal quality-control procedures; any material issues
raised by
the most recent internal quality-control review or peer review
or by any
inquiry or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent
audits
carried out by the firm, and any steps taken to deal with any such
issues.
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6.3.
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reviews
and discusses with the Independent Auditor the written statement
from the
Independent Auditor concerning any relationship between the auditor
and
the Company or any other relationships that may adversely affect
the
independence of the auditor, and, based on such review, assesses
the
independence of the auditor.
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6.4.
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establishes
policies and procedures for the review and pre-approval by the
Committee
of all auditing services and permissible non-audit services (including
the
fees and terms thereof) to be performed by the Independent
Auditor.
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6.5.
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reviews
and discusses with the Independent Auditor: (a) its audit plans,
and audit
procedures, including the scope, fees and timing of the audit;
(b) the
results of the annual audit examination and accompanying management
letters; and (c) the results of the Independent Auditor's procedures
with
respect to interim periods.
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6.6.
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reviews
and discusses reports from the Independent Auditors on (a) all
critical
accounting policies and practices used by the Company, (b) alternative
accounting treatments within GAAP related to material items that
have been
discussed with management, including the ramifications of the use
of the
alternative treatments and the treatment preferred by the Independent
Auditor, and (c) other material written communications between
the
Independent Auditor and management.
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6.7.
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reviews
and discusses with the Independent Auditor the Independent Auditor's
judgments as to the quality, not just the acceptability, of the
Company's
accounting principles and such further matters as the Independent
Auditors
present the Committee under generally accepted auditing
standards.
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6.8.
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discusses
with management and the Independent Auditor quarterly earnings
press
releases, including the interim financial information and Business
Outlook
included therein, reviews the year-end audited financial statements
and
"Management's Discussion and Analysis of Financial Condition and
Results
of Operations" and, if deemed appropriate, recommends to the Board
that
the audited financial statements be included in the Annual Report
on Form
10-KSB for the year.
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6.9.
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reviews
and discusses with management and the Independent Auditor various
topics
and events that may have significant financial impact on the Company
or
that are the subject of discussions between management and the
Independent
Auditors.
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6.10.
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reviews
and discusses with management the Company's major financial risk
exposures
and the steps management has taken to monitor and control such
exposures.
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6.11.
|
reviews
and approves or disapproves related-party
transactions.
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6.12.
|
reviews
and discusses with management, the Independent Auditor, and the
Company's
principal financial officer: (a) the adequacy and effectiveness
of the
Company's internal controls (including any significant deficiencies
and
significant changes in internal controls reported to the Committee
by the
Independent Auditor or management); (b) the Company's internal
audit
procedures; and (c) the adequacy and effectiveness of the Company's
disclosures controls and procedures, and management reports
thereon.
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6.13.
|
reviews
annually with the principal financial officer the scope of the
internal
audit program, and reviews annually the performance of both the
internal
audit staff and the Independent Auditor in executing their plans
and
meeting their objectives.
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6.14.
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reviews
matters related to the corporate compliance activities of the
Company.
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6.15.
|
establishes
procedures for the receipt, retention and treatment of complaints
received
by the Company regarding accounting, internal accounting controls,
or
auditing matters, and the confidential, anonymous submission by
employees
of concerns regarding questionable accounting or auditing
matters.
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6.16.
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establishes
policies for the hiring of employees and former employees of the
Independent Auditor.
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6.17.
|
publishes
the report of the Committee required by the rules of the Commission
to be
included in the Company's annual proxy
statement.
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6.18.
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when
appropriate, designates one or more of its members to perform certain
of
its duties on its behalf, subject to such reporting to or ratification
by
the Committee as the Committee shall
direct.
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6.19.
|
will
engage in an annual self-assessment with the goal of continuing
improvement, and will annually review and reassess the adequacy
of its
charter, and recommends any changes to the full
Board.
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1.
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Elect
as Directors the nominees listed below:
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o
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2.
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Approve
the ratification of Tabriztchi& Co. LLP
as
the Company’s accountant for fiscal year
2007.
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FOR o | AGAINST o | ABSTAIN o |
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3.
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In
their discretion, the proxies are authorized to vote upon such
other
business as may properly come before the 2007 Annual Meeting, and
any adjournment or adjournments
thereof.
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Name
____________________________________________________
Name
(if joint)
__________________________________________________
Date
_____________, 2007
Please
sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian, please
give your
full title as it appears hereon. When signing as joint tenants,
all parties in the joint tenancy must sign. When a proxy is
given by a corporation, it should be signed by an authorized officer
and
the corporate seal affixed. No postage is required if returned
in the enclosed envelope.
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