UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549D INFORMATION REQUIRED IN PROXY STATEMENT20549
SCHEDULE 14A
INFORMATION (RULE 14a-101)Proxy Statement Pursuant to Section 14(a) of the
SecuritiesExchange Act of 1934
(Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for
Filed by the Registrant [X] | |
Filed by a Party other than the Registrant [ ] | |
Check the appropriate box: | |
[ ] | Preliminary Proxy Statement |
[ ] | Confidential, For Use |
[X] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to § 240.14a-12 |
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
(Name of Registrant as Specified In Itsin its Charter)
(Name
____________
(Name of Person(s) Filing Proxy Statement, if other thenthan the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11. 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: _______________________________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
Feminique Corporation
140 Broadway
Payment of Filing Fee (Check the appropriate box): | ||
[X] | No fee required | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(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: | |
[ ] | Fee paid previously with preliminary materials: | |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount previously paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
d/b/a CORNERSTONE SUSTAINABLE ENERGY
60 E. 42nd Street, 46th Floor
New York, N.Y. 10005
March 26, 2004
Dear Stockholder:
On behalf of your Board of Directors and Management, you are cordially invited
to attend the Annual Meeting of Common Stockholders to be held on April 20, 2004
at 10:00A.M., located at 140 Broadway (46th Floor),
New York, NY Telephone No.10165
Phone (212)858-7592.
The enclosed Notice and Proxy Statement contain details concerning the business 796-4097
December 30, 2016
Dear Stockholder:
It is my pleasure to come before the meeting. You will note that the Board of Directors of the
Company recommends a vote
"FOR" the election of the nominated Directorsinvite you to serve until the nextattend Receivable Acquisition & Management Corporation’s 2016 Annual Meeting of Stockholders "FOR" Ratification(the “Annual Meeting”). The Annual Meeting will be held on January 20, 2017 at 10:00 a.m. (ET) at the law offices of Davidoff Hutcher & Citron LLP 605 Third Avenue, 34th floor, New York, New York 10158. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the selection of Bagell Josephs & Company LLC, asbusiness to be conducted at the Company's independent auditors; and
"FOR" Ratification of the Company's 2004 Statutory and Non-Statutory Stock
Option Plan;
"FOR" amendment of the Certificate of Incorporation to increase the Authorized
common stock to 325,000,000 shares
"FOR" amendment of the Certificate of Incorporation to authorize the Company to
issue 10,000,000 shares of Blank Preferred Stock;
"FOR" amendment of the Certificate of Incorporation to change the name of the
corporation to Receivable Acquisition and Management Corporation; and
"FOR" approval of a declaration by theAnnual Meeting. The Board of Directors welcomes this opportunity to have a dialogue with our stockholders and looks forward to your comments and questions.
Rules adopted by the Securities and Exchange Commission (the “SEC”) allow companies to send stockholders a notice of internet availability of proxy materials, rather than mail them full sets of proxy materials. We chose to mail full packages of materials to stockholders. However, in the future we may take advantage of the notice and access distribution option. If, in the future, we choose to send such notices, they will contain instructions on how stockholders can access our notice of meeting and proxy statement via the internet. They will also contain instructions on how stockholders can request to receive their materials electronically or in printed form on a proposed 1 for 15
reverse stock split
one-time or ongoing basis.
It is important that your shares be represented at the Annual Meeting, regardless of the number you may hold. Whether or not you plan to attend, please promptly submit your proxy in one of the ways outlined in the accompanying Proxy Statement in order to vote your shares at the Annual Meeting please vote as soon as possible by
returning the enclosed proxy. Your vote is important, and voting by written
proxy will ensure your representation at the Annual Meeting. You may revoke your
proxy in accordance with the procedures described in the Proxy Statement at any
time prior.
We look forward to the time it is voted.
Thankseeing you for your support of Feminique Corporation.
Sincerely,
Feminique Corporation
/s/ Max Khan
PRESIDENT AND CHIEF EXECUTIVE OFFICER
This proxy statement and the accompanying proxy are being mailed to Feminique
Corporation common stockholders beginning about March 26, 2004.
Feminique Corporation
140 Broadway (46th Floor)
on January 20, 2017.
Kind Regards,
By: /s/ Thomas Telegades
Name: Thomas Telegades
Title: Chief Executive Officer
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RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
d/b/a CORNERSTONE SUSTAINABLE ENERGY, INC.
60 E. 42nd Street, 46th Floor
New York, NY 1000510165
Phone (212) 858-7592
Notice of Special Meeting of
Shareholders to be Held
April 20, 2004
At 10:00 A.M.
To our Shareholders:
796-4097
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meetingannual meeting of the Shareholdersstockholders of FeminiqueReceivable Acquisition & Management Corporation (the "Company"“Company”) will be held at 140 Broadway (46th Floor) New York on AprilJanuary 20, 20042017, at 10:00 a.m. Shareholders will be requested(ET) at the law offices of Davidoff Hutcher & Citron, LLP 605 Third Avenue, 34th floor, New York, New York 10158 for the purposes of:
1.
Electing the five (5) directors nominated by the Company and identified in the accompanying proxy statement to vote on:
1. Election of directorshold office until the next annual meeting of shareholders;
stockholders;
2. Confirmation
Ratifying the selection of Bagell Josephs & Company, LLCPKF O’Connor Davies, LLP as our independent registered public accounting firm for the official independent
auditors of the Company;
3 Ratify the Board of Director's adoption of the Company's 2004, Statutory
and Non-statutory Stock Purchase and Option Plan;
4. Authorizefiscal year ending December 31, 2016;
3.
Approving an amendment to the Company'sCompany’s Certificate of Incorporation:
(a) increasingIncorporation, as amended, in the authorized capitalizationform attached to this proxy statement as Appendix A to effect a name change of the Company.
4.
Authorizing the Board of Directors, for a period of up to one year from the date of the annual meeting, to effect a reverse stock split of the issued and outstanding common stock of the Company fromin a totalwhole-number ratio in the range of 75,000,0001 for 6 to 1 for 20, to be determined by the Board of Directors;
5.
Holding an advisory vote on the compensation of our named executive officers;
6.
Considering and acting upon a proposal to approve a frequency of three years for the advisory vote on executive compensation; and
7.
Transacting such other business as may properly come before the meeting or any adjournments thereof.
Only stockholders of record at the close of business on December 14, 2016 will be entitled to attend and vote at the meeting. A list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and number of shares held by each stockholder, will be available at the principal executive offices of common stock having the Company, during normal business hours, for examination by any stockholder for any purpose germane to the meeting for 10 days prior to the date thereof. The proxy materials are being furnished to stockholders on or about December 30, 2016.
By Order of the Board of Directors,
/s/ Wallace Baker
Wallace Baker
Corporate Secretary
WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, TO ENSURE THAT YOUR VOTE IS COUNTED, PLEASE VOTE AS PROMPTLY AS POSSIBLE.
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TABLE OF CONTENTS
iii
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
d/b/a par value $.001 per shareCORNERSTONE SUSTAINABLE ENERGY
60 E. 42nd Street, 46th Floor
New York, NY 10165
Phone (212) 796-4097
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 20, 2017
AT THE LAW OFFICES OF DAVIDOFF HUTCHER & CITRON, LLP
605 Third Avenue, 34th Floor, New York, New York 10158
AT 10:00 A.M. ET
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors (the “Board of Directors” or the “Board”) of Receivable Acquisition & Management Corporation (the “Company,” “we,” “us” or “our”) for use at the annual meeting of the Company’s stockholders (the “Annual Meeting”) to be held at the law offices of Davidoff Hutcher & Citron, LLP, 605 Third Avenue, 34th floor, New York, New York 10158, on January 20, 2017, at 10:00 a.m. (ET) and at any adjournments thereof. Whether or not you expect to attend the Annual Meeting in person, please vote your shares as promptly as possible to ensure that your vote is counted. The proxy materials are being furnished to stockholders on or about December 30, 2016.
REVOCABILITY OF PROXY AND SOLICITATION
Any stockholder executing a totalproxy that is solicited hereby has the power to revoke it prior to the voting of 325,000,000the proxy. For shares held of Common Stock having a par valuerecord, you must first notify the Company Secretary of $.001 per share;
(b)To authorize 10,000,000 blank preferredyour intent to revoke your proxy and you can then vote by attending the Annual Meeting and voting the shares of stock having $.001 par
value per share.
(c) To changein person. For shares held beneficially in street name (see “Questions and Answers About These Proxy Materials-What is the nameDifference Between a Stockholder of Record and a Beneficial Owner of Shares Held in Street Name?”), a stockholder may revoke a proxy by following the instructions provided by the stockholder’s broker, trustee or nominee. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communication. No additional compensation will be paid for any such services. This solicitation of proxies is being made by the Company, which will bear all costs associated with providing this proxy statement (this “Proxy Statement”) and the solicitation of proxies.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
Each of the Notice of Annual Meeting of Stockholders, the Proxy Statement, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the United States Securities and Exchange Commission (the “SEC”) on March 16, 2016, (as amended, the “2015 Form 10-K”), is available at http://cseindustries.com.
Rules adopted by the SEC allow companies to "Receivable Acquisitionsend stockholders a notice of internet availability of proxy materials, rather than mail them full sets of proxy materials. We chose to mail full packages of materials to stockholders. However, in the future we may take advantage of the notice and Management Corporation"access distribution option. If, in the future, we choose to send such notices, they will contain instructions on how stockholders can access our notice of meeting and proxy statement via the internet. They will also contain instructions on how stockholders can request to receive their materials electronically or in printed form on a one-time or ongoing basis.
RECORD DATE
Stockholders of record at the close of business on December 14, 2016 will be entitled to receive notice of, attend and vote at the Annual Meeting.
ACTION TO BE TAKEN UNDER PROXY
Unless otherwise directed by the giver of the proxy, the persons named in the form of proxy, namely, Thomas Telegades, our Chief Financial Officer and Chief Executive Officer will vote:
1.
FOR the election of the five (5) persons named herein as nominees to serve as directors of the Company, for a term expiring at the 2017 Annual Meeting of Stockholders (or until their successors are duly elected and qualified);
5. Authorize
2.
FOR the ratification of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2016;
3.
FOR the approval a corresponding amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), in the form attached to this proxy statement as Appendix A to effect a name change (referred to herein as the “Name Change”) to be determined by the Board of Directors.
4.
FOR the authorization of the Board of Directors to declareeffect a one-for-fifteen reverse
common stock split of the Company'sissued and outstanding common stock of the Company in a whole-number ratio in the range of 1 for 6 to 1 for 20, at any time during the next twelve months, to be determined by the Board of Directors and the approval of the corresponding amendment to the Certificate of Incorporation to effect the reverse split;
5.
FOR the advisory approval of the compensation of our named executive officers;
6.
FOR the approval, on an advisory basis, the frequency of three years for the shareholder advisory vote on executive compensation; and
7.
According to their judgment with respect to such other matters or business as may properly come before the Annual Meeting or any adjournments thereof.
Should any nominee named herein for election as a director become unavailable for any reason, it is intended that the persons named in the proxy will vote for the election of such other person in his stead as may be designated by the Board. The Board is not aware of any reason that might cause any nominee to be unavailable.
WHO IS ENTITLED TO VOTE; VOTE REQUIRED; QUORUM
As of December 14, 2016, there were 200,739,432 shares of common stock of the Company, par value $0. 001 per share (the “Common Stock”), issued and outstanding, which constitute all of the shares of outstanding capital stock of the Company. Stockholders are entitled to one vote for each share of Common Stock held by them.
A majority of the outstanding shares of Common Stock.Stock, or 100,369,717 shares as of December 14, 2016, present in person or represented by proxy, will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes (as discussed below) will be counted as present for purposes of determining a quorum.
Brokers holding shares for customers are generally not entitled to vote on “non-routine” matters unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. The close of business on March 17, 2004only proposal at the Annual Meeting considered a “routine” matter for these purposes is the ratification of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, and brokers are entitled to vote uninstructed shares only with respect to that proposal. The other proposals are non-routine. Therefore, brokers are not entitled to vote on those matters unless the brokers receive voting instructions from their customers. As a result, it is very important that the Company’s beneficial owners provide instruction to their brokers on how to vote their shares.
Determination of whether a matter specified in the Notice of Annual Meeting of Stockholders has been approved will be as follows:
·
A nominee for director will be elected if the votes cast for the nominee’s election exceed the votes cast against such nominee’s election. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote.
·
The proposal to ratify PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2016 will require the affirmative vote of a majority of the shares of Common Stock present at the Annual Meeting in person or by proxy and entitled to vote on this proposal. An abstention will have the effect of a vote against this proposal. Brokers have discretionary authority and may vote on this proposal without having instructions from the beneficial owners or persons entitled to vote thereon.
·
The proposal to approve an amendment to the Company’s Certificate of Incorporation in the form attached to this proxy statement as Appendix A, to effect the name change will require the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote on this proposal. Any abstentions or broker non-votes with respect to this proposal will count as votes against this proposal.
·
The proposal to authorize the Board of Directors to effect a reverse stock split of the issued and outstanding Common Stock of the Company in a whole-number ratio in the range of 1 for 6 to 1 for 20 at any time during the next twelve months to be determined by the Board of Directors, will require the affirmative vote of a majority of the shares of Common Stock present at the Annual Meeting in person or by proxy and entitled to vote on this proposal. An abstention will have the effect of a vote against this proposal. A broker non-vote will have no effect on the outcome of the vote on this proposal.
·
The proposal to approve, on an advisory basis, the compensation of our named executive officers will require the affirmative vote of a majority of the voting shares that are present at the Annual Meeting in person or by proxy and entitled to vote on this proposal. An abstention will have the effect of a vote against this proposal. A broker non-vote will have no effect on the outcome of the vote on this proposal.
·
The proposal to approve, on an advisory basis, the frequency of three years for the shareholder advisory approval of the compensation of our named executive officers will require the affirmative vote of a majority of the voting shares that are present at the Annual Meeting in person or by proxy and entitled to vote on this proposal. An abstention will have the effect of a vote against this proposal. A broker non-vote will have no effect on the outcome of the vote on this proposal.
We are incorporated in the State of Delaware and, accordingly, are subject to the Delaware General Corporation Law. Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights with respect to any of the proposals to be acted upon at the Annual Meeting.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why am I receiving these materials?
We have delivered printed versions of these materials to you by mail in connection with the Company’s solicitation of proxies for use at the Annual Meeting. These materials describe the proposals on which the Company would like you to vote and also provide you with information on these proposals so that you can make an informed decision. We are furnishing our proxy materials to all stockholders of record date for determining
stockholderson December 14, 2016 entitled to vote at the Annual Meeting. Consequently, only
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What is included in these materials?
These materials include:
·
the Notice of Annual Meeting of Stockholders;
·
the Proxy Statement;
·
the 2015 Form 10-K; and
·
the proxy card and voting instruction form for the Annual Meeting.
What is the proxy card?
The proxy card enables stockholders whose names appearof record to appoint Thomas Telegades, our Chief Financial Officer and Chief Executive Officer, as their representatives at the Annual Meeting. By completing and returning a proxy card, you are authorizing this individual to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting.
What items will be voted on?
You are being asked to vote on the election of the five nominated members of our booksBoard, the ratification of PKF O’Connor Davies, LLP as owning our independent registered public accounting firm for the fiscal year ending December 31, 2016, the change of the Company’s name and corresponding change to the Company’s Certificate of Incorporation, the authorization of the reverse stock split and the approval of a corresponding amendment to the Company’s Certificate of Incorporation to effect the reverse stock split, the advisory approval of the compensation of our named executive officers, and the advisory approval of a three year frequency for the advisory approval of the executive compensation. We will also transact any other business that properly comes before the Annual Meeting.
How does the Board recommend that I vote?
Our Board unanimously recommends that you vote your shares FOR each of the persons nominated for director, FOR ratification of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the year ending December 31, 2016, FOR the authorization of the reverse stock split, FOR the approval the amendment to the Company’s Certificate of Incorporation to change the Company’s name, FOR the advisory approval of the compensation of our named executive officers and FOR the advisory approval of a three year frequency for the advisory approval of executive compensation.
Who can vote at the Annual Meeting?
There were 200,739,432 shares of Common Stock outstanding on December 14, 2016, held by 252 holders of record. Only stockholders of record at the close of business on March 17, 2004 will beDecember 14, 2016 are entitled to receive notice of, to attend, and to vote at the Annual MeetingMeeting. Each share of Common Stock is entitled to one vote. All shares of Common Stock will vote together as a single class. Information about the stockholding of the Company’s directors and adjournment or postponement thereof.
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED WHETHER
OR NOT YOU ATTEND THE ANNUAL MEETING.
In orderexecutive officers is set forth in “Proposal 1 - Election of Directors - Security Ownership of Certain Beneficial Owners and Management.”
Who will be admitted to facilitate planning forthe Annual Meeting?
Admission to the Annual Meeting please indicatewill be limited to our stockholders of record on December 14, 2016, persons holding proxies from such stockholders, beneficial owners of our Common Stock on December 14, 2016, our directors, and our employees. If shares are registered in your name, we will verify your ownership at the enclosedAnnual Meeting in our list of stockholders as of December 14, 2016. If your shares are held through a broker, bank or other nominee, you must bring proof of your beneficial ownership of the shares as of December 14, 2016. This proof could consist of, for example, a bank or brokerage firm account statement or a letter from your bank or broker confirming your ownership as of December 14, 2016. You may also send proof of ownership to us at Cornerstone Sustainable Energy, Attention: Corporate Secretary, 60 E. 42nd Street, 46th Floor, New York, New York 10165, or by email to info@cseindustries.com by the close of business on January 19, 2017.
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What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholders that hold their shares in “street name” through an account at a brokerage firm, bank or other nominee holder, rather than holding shares directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.
Stockholder of Record
If on December 14, 2016, your shares were registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, LLC, you are considered a stockholder of record with respect to those shares, and this Proxy Statement and the other proxy whethermaterials were sent directly to you by the Company. As the stockholder of record, you have the right to direct the voting of your shares by returning the proxy card to us. Whether or not you plan to attend the meeting.
By order of the Board of Directors
/s/ Max Khan
CHIEF EXECUTIVE OFFICER
March 26, 2004
CONTENTS
Page Page
---- ----
ABOUT THE ANNUAL MEETING 1 PROPOSAL THREE - AMENDMENT TO
CERTIFICATE OF INCORPORATION
INCREASING SHARES 12
ANNUAL REPORT 2 PROPSAL FOUR - AMENDMENT OF
CERTIFICATE OF INCORPORATION
FOR PREFERRED STOCK 13
RECENT DEVELOPMENTS 3 PROPOSAL FIVE - CHANGE
NAME OF CORPORATION 16
DIRECTORS AND EXECUTIVE
OFFICERS 4 PROPOSAL SIX - APPROVE OF
STOCK OPTION PLAN 16
SECURITY OWNERSHIP 5
PROPOSAL SEVEN - APPROVE
CERTAIN TRANSACTIONS 6 REVERSE STOCK SPLIT 17
SUBMISSION OF FUTURE STOCKHOLDER
DIRECTORS' COMPENSATION 8 PROPOSALS 20
POSSIBLE ADVERSE ASPECTS
FOR SHAREHOLDERS 9 FINANCIAL STATEMENTS 20
PROPOSAL ONE 10 FORM OF PROXY 21
PROPOSAL TWO 11
ABOUT THE ANNUAL MEETING
------------------------
WHO IS SOLICITATING YOUR VOTE?
The Board of Directors of Feminique Corporation (Feminique) is solicitingAnnual Meeting, please complete, date, sign and return a proxy card to ensure that your vote is counted.
Beneficial Owner of Shares Held in Street Name
If on the Record Date your shares were held in an account at a brokerage firm, bank, broker-dealer or other nominee holder, then you are considered the Annual Meetingbeneficial owner of Feminique's common stockholders beingshares held in street name, and this Proxy Statement and the other proxy materials were forwarded to you by that organization. As the beneficial owner, you have the right to direct that organization on April 20, 2004.
WHAT WILL YOU BE VOTING ON?
1. Election of Feminique's Board of Directors (see page 9).
2. Ratification of Bagell Josephs & Company, as Feminique's auditorshow to vote the shares held in your account, and you have been or will be provided a voting instruction form for 2004
(see page 10).
3. Approval and adoption ofthat purpose. However, since you are not the Feminique's 2004 Statutory and Non-Statutory
Stock Option Plan (see page 10).
4. Authorize an amendment to the Company's Certificate of Incorporation.
(a) increasing the authorized capitalization of the Company from a total of
75,000,000 shares of common stock having a par value $.001 per share to a total
of 325,000,000 shares of Common Stock having a par value of $.001 per share;
(b) To authorize 10,000,000 blank preferred shares of stock having $.001
par value per share.
(c) To change the name of the Company to "Receivable Acquisition and
Management Corporation";
5. Authorize the Board of Directors to declare a one-for-fifteen reverse common
stock split of the Company's outstanding shares of Common Stock.
HOW MANY VOTES DO YOU HAVE?
You will have one vote for every share of the Company's common stock you ownedstockholder of record, on (the record date).
HOW MANY VOTES CAN BE CAST BY ALL COMMON STOCKHOLDERS?
Oneyou may not vote for each of the Company's outstandingthese shares of common stock which were
outstanding on the record date. The common stock will vote as a single class on
all matters scheduled to be voted on at the Annual Meeting. There is no
cumulative voting.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
A majority of the votes that can be cast, or a minimum of 37,500,100 votes must
be present in person or by proxy in order to hold the meeting.
HOW DO YOU VOTE?
- You can vote either in person at the Annual Meeting orunless you receive a valid proxy from the organization through which you hold your shares in street name.
How do I vote?
Stockholders of Record. If you are a stockholder of record, you may vote by any of the following methods:
·
By Mail. You may vote by completing, signing, dating and returning your proxy without attendingcard in the pre-addressed, postage-paid envelope provided.
·
In Person. You may attend and vote at the Annual Meeting. We urgeThe Company will give you toa ballot when you arrive.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:
·
By Mail. You may vote by proxy even if you plan to attend the Annual Meeting; so that we will know as
soon as possible that enough votes will be present for us to hold the
meeting.
- To vote by proxy, you must fillfilling out the enclosed proxy, datevoting instruction form and sign
it, and returnreturning it in the enclosedpre-addressed, postage-paid envelope.
-envelope provided.
·
In Person. If you wantare a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, and you hold your
Feminique stock through a securities broker (that is, in street name),
you must obtain a legal proxy from the organization that holds your brokershares.
What if I change my mind after I have voted?
You may revoke your proxy and bring that proxy tochange your vote at any time before the meeting.
CAN YOU CHANGE YOUR VOTE?
Yes. Just send infinal vote at the Annual Meeting. You may vote again on a later date via the Internet or by telephone, by signing and returning a new proxy card or voting instruction form with a later date, or sendby attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Corporate Secretary at 60 E. 42nd Street, 46th Floor, New York, New York 10165 a written notice of revocation or a properly created proxy bearing a later date prior to Feminique's Secretary at the address on the cover of this proxy
statement. IfAnnual Meeting. Please note, however, that if your shares are held in street name, you attendmust follow any instructions provided by your broker to revoke or change your vote.
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How are proxies voted?
All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted and, wantwhere a stockholder specifies by means of the proxy a choice with respect to vote in person, you can
request that your previously submitted proxy notany matter to be used.
WHAT IF YOU DO NOT VOTE FOR SOME OF THE MATTERS LISTED ON YOUR PROXY?
If you return a signed proxy without indicating your vote, youracted upon, the shares will be voted "FOR" eachin accordance with the stockholder’s instructions.
What happens if I do not give specific voting instructions?
Stockholders of Record. If you are a stockholder of record and you (i) indicate when voting by telephone that you wish to vote as recommended by the director nominees listed onBoard or (ii) sign and return a proxy card without giving specific voting instructions, then the proxy "FOR" Bagell
Josephs & Co. LLC. as auditor, "FOR" the Feminique 2003 Executive and Employee
Stock Purchase and Option Plan. "FOR" amendment to the Certificate of
Incorporation (a) Increasing the authorized Common Stock to 325,000,000 shares;
of (b)authorizing Feminique to issue 10,000,000 (Preferred shares; and (c)
changing the name of the corporation to Receivable Acquisition and Management
Corporation; and, "FOR" ratification of a 1 for 15 reverse stock split.
-1-
WHAT IF YOU VOTE "ABSTAIN"?
Aholders will vote to "abstain" on any matter your shares will not be votedin the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for such matter
and will have the effect of a vote againstat the proposal.
CAN YOUR SHARES BE VOTED IF YOU DO NOT RETURN YOUR PROXY AND DO NOT ATTEND THE
ANNUAL MEETING?
- That depends upon whether the shares are registeredAnnual Meeting.
Beneficial Owners of Shares Held in your name or
your broker's name ("street name").Street Name. If you do not vote yourare a beneficial owner of shares held in street name your broker can voteand do not provide the organization that holds your shares on any ofwith specific voting instructions, the matters scheduled to come before the meeting.
- If you do not voteorganization that holds your shares heldmay generally vote on routine matters, but cannot vote on non-routine matters.
Is my vote kept confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your broker's name, or "street
name", and your broker does notvoting privacy. Your vote them, the votes will be broker
non votes, which will have the effect of a vote FOR any matter
scheduled to be considered at the Annual Meeting.
- If you do NOT attend and vote your shares which are registered in your
name or otherwise vote by proxy, your shares will not be voted.
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
We do not know of any other matters that will be considered atdisclosed either within the Annual
Meeting. If a stockholder proposal that was excluded from this proxy statement
is otherwise properly brought before the meeting, we will vote the proxies
against that proposal. If any other matters arise at the Annual Meeting, the
proxies will be voted at the discretion of the proxy holders.
WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?
Your proxy will still be valid and may be voted at the postponedCompany or adjourned
meeting. You will still be able to change or revoke your proxy until it is
actually voted.
ANNUAL REPORT
-------------
The Company has included herewith a copy of its Annual Report for the fiscal
year ended September 30,2003 ("2003 Annual Report"). Additional copies of the
2003 Annual Report may be obtained by Shareholders without charge by writing to
Max Khan, President, at the Company's New York offices at 140 Broadway 46th
Floor New York, NY 10005.
CONFIDENTIALITY
---------------
It is the Company's policy that all proxies, ballots and voting materials that
identify the particular vote of a stockholder are kept confidential, except in
the following circumstances:
- to allow the election inspector appointed for our Annual Meeting to
certify the results of the vote;
- third parties, except:
·
as necessary to meet applicable legal requirements, includingrequirements;
·
to allow for the pursuittabulation and certification of votes; or defense of
·
to facilitate a judicial action;
- where we conclude in good faith that a bona fide dispute exists assuccessful proxy solicitation.
Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the authenticityCompany’s management and the Board.
Who pays the solicitation expenses?
We will bear the cost of onesolicitation of proxies. Proxies may be solicited by mail or more proxies, ballots,personally by our Directors, officers or votes,employees, none of whom will receive additional compensation for such solicitation. Those holding shares of Common Stock of record for the benefit of others, or asnominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the accuracybeneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.
Where do I find the voting results of the tabulation of such proxies, ballots,Annual Meeting?
We will announce voting results at the Annual Meeting and in a Current Report on Form 8-K.
Who can help answer my questions?
If you need assistance in voting or votes;
- where a stockholder expressly requests disclosure or has made a
written comment on a proxy;
- where contacting stockholders by us is necessary to obtain a quorum,
the names of stockholders who havecompleting your proxy card, or have not voted (but not how they
voted) may be disclosed to us by the election inspector appointed forquestions regarding the Annual Meeting;Meeting, please contact:
Wallace Baker, Secretary
Telephone: 212-796-4097
PROPOSAL 1 - aggregate vote totals mayELECTION OF DIRECTORS
Information about the Nominees
Our Bylaws specify that the number of directors on our Board shall be disclosedat least three and no more than fifteen persons. Our Board currently consists of four persons, all of whom have been nominated by our Board to us from timestand for re-election at the Annual Meeting. Additionally, a fifth director has been nominated and has accepted such nomination. Each director is elected to time and
publicly announced atserve until the following annual meeting of stockholders and until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.
The following table and biographies describe for each nominee his age, his principal occupation for at least the last five years, his present position with the Company, the year in which theyhe was first elected or appointed as director, and his directorships with other companies whose securities are relevant;registered with the SEC.
Name | Age | Present Principal Employment | ||
James Valentino | 73 | Chairman of the Board of Directors | ||
Thomas Telegades | 60 | Director, CEO and Interim CFO | ||
Peter Fazio | 63 | Director and COO | ||
Wallace Baker | 68 | Director, Secretary and Chief Administrative Officer | ||
Monir Hoque - (Nominee) | 45 | Employed at Alliance Global Finance |
JAMES VALENTINO was elected Chairman of the Board on May 15, 2013 upon completion of the merger between the Company and Cornerstone and Sustainable Energy Industries, Inc. (the “Merger”). He has spent most of his career as an executive in the eventfinancial services industry, with experience in marketing, interactive commerce, creative business strategy development and information technology. More recently, he had over a decade of any solicitationinvolvement with growing new businesses. Mr. Valentino is a patented inventor and was a founder, early backer, influencer, and/or director or board chairman of proxies
-2-
with respect to anya number of our securities by a person other than us of
which solicitation we have actual notice.
The cost of soliciting proxies is estimated not to exceed $20,000 and will
be borne by the Company, including expenses in connection with the preparation
and mailing of this Proxy Statement and all papers which now accompany or may
hereafter supplement it. The solicitation will be made by mail. The Company will
supply brokers or persons holding shares of record in their names or in the
names of nominees for other persons as beneficial owners, with such additional
copies of proxies, proxy materials and Annual Reports as may reasonably be
requested in order for such record holders to send one copy to each beneficial
owner, and will upon request of such record holders, reimburse them for their
reasonable expenses in mailing such material.
Representatives of Bagell Josephs and Company, LLC the independent auditors and
principal accountants for the current year, are expected to be present at the
share holders meeting, will have the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate
questions.
Certain directors, officers and employees of the Company, not especially
employed for this purpose, may solicit proxies, without additional remuneration
therefor, by mail, telephone, telegraph or personal interview.
RECENT DEVELOPMENTS
-------------------
On July 28, 2003, U.S. Bankruptcy Judge Melanie L. Cyganowski of the U.S.
Bankruptcy Court for the Eastern District of New York signed an order confirming
the Plan of Reorganization ("Plan") of Feminique on file at the U.S. Bankruptcy
Court, Long Island Federal Courthouse,290Federal Plaza, Central Islip, New York
11722-4437, Case No. 800-85241-511. The plan provides in pertinent part:
1. That all holders of allowed Administrative Claims, priority tax claims
and secured claims shall be paid 100% of the allowed claims, in cash.
2. That unsecured creditors shall receive, pro-rata, a total of
23,344,085 shares of common stock of Feminique issuable pursuant to
the Court's Order of Confirmation.
3. Current shareholders continue to retain their share ownership.
In addition, pursuant to the Plan, it was contemplated that certain funds
would be made available to Feminique by Matterhorn Holdings, Inc. an affiliate
of John Figliolini, a principal shareholder of the Company, to fund payments to
Administrative, priority and secured creditors of Feminique. In exchange for the
cash contribution, Feminique is to issue a total of 28,311,830 shares of its
common stock at a price of $.00025 per share to Matterhorn under the Plan. The
Plan also proposed further funding for the Company upon emergence from Chapter
11 which transactions are specified herein under "Certain Relationships and
Related Transactions".
As reorganized Feminique was essentially without a specific business.
Through the efforts of Matterhorn Holdings, Inc., we located a business
opportunity and new management (Max Khan) for the Company, as reorganized. Max
Khan, the Company's recently appointed President and CEO immediately took steps
to establish operations for the Company in the receivable acquisition and
management business through a newly formed wholly owned subsidiary Receivable
Acquisition and Management Corp. of New York. As such, the Company became
engaged in the business of locating and
-3-
acquiring suitable portfolios of distressed debt (consumer retail installment
contracts and like instruments), and is specializing in the attempted
collection, restructuring, resale and securitization of such receivable
portfolios acquired at deep discounts.
In this connection Gobind Sahney, the owner of General Outsourcing
Services, Inc., ("General"), aemerging private receivable servicing and management
company, joined Feminique in October, 2003companies, notably JibJab. Mr. Valentino served as Chairman of the Board of Directors. General specializesMetLife Trust Company, and co-founded and served as Chairman of the Board for eComForum, a Washington, D.C. based e-commerce advocacy group. Mr. Valentino is a graduate of City University-Brooklyn College with a BS degree in Economics and Math, and has completed extensive graduate work at Baruch Business College in Information Technology and Computer Methodology. He is a graduate of the M.I.T. Sloan School Senior Executive Program, where he served on the Board of Governors. He is also a member of the New York Academy of Sciences. He has been Chairman of the Board of the Company since May 2013.
THOMAS TELEGADES was appointed a director, Chief Executive Officer and Chief Financial Officer of the Company on May 15, 2013. Since September 2006, Thomas has served as the managing member of Cornerstone Program Advisors LLC, an energy infrastructure project management company focused on healthcare and higher learning institutions, which became a subsidiary of the Company as a result of the Merger. Mr. Telegades has an MBA from Fairleigh Dickinson University and has a BAS from Florida Atlantic University.
PETER FAZIO was appointed a director and Chief Operating Officer of the Company on May 15, 2013. Since June 2008, Peter has served as Chief Executive Officer of Sustainable Energy Industries Inc., and its predecessor Sustainable Energy Industries, LLC an alternative energy business, with emphasis on “green” engine technology, which became a subsidiary of the Company as a result of the Merger. From February 2009 until February 2011, Mr. Fazio was Vice President of New Construction for Schlesinger/Siemens. He has more than twenty-five years of experience in sales, management, employee relations, cost control and project management, and will continue in these roles with the Company.
WALLACE BAKER has served in the capacity of Chief Administrative Officer and director since May 2013. He spent most of his career in the financial services industry as an executive focused largely on corporate finance, financial modeling, controls and performance measurement, as well as corporate planning and strategy. Mr. Baker was a founder of MetLife Trust Company and served on its Board of Directors, and subsequently became involved as a founder, early backer and/or principal in a number of emerging private companies. Mr. Baker has an undergraduate degree in Economics from Brown University, and an MBA in Finance from New York University. He was elected corporate Secretary in December 2013.
Messrs. Fazio, Valentino, and Baker gained knowledge of the Company’s industry and the engine technology it has licensed from working with the Licensor for a period of time some years ago.
MONIR HOQUE has over 20 years of experience with global financial services firms including GE Capital, JP Morgan and Bank of America. Mr. Hoque has been employed by Alliance Global Finance since November 2012, as a Special Situations and Growth Capital Private Equity Investor. From September 2009 until October 2012 he was employed by Sawmill Capital Partners as an Emerging Markets Financial Advisor. Prior thereto, from February 2008 to August 2009, Mr. Hoque was employed by Al Rayan Investments in Doha, Qatar, as Managing Director of the group focused on emerging markets. From December 2003 until February 2008 he was employed by Banc of America Securities where he ran the Principal Financial Real Estate and Infrastructure Strategies Group. He has worked in investment and corporate banking, private equity, real estate, asset management and has extensive experience in investing debt and equity products and their derivatives. He is adept at driving business plans, developing corporate strategies and leading across multiple cultural environments. His experience preparing detailed financial and strategic documents to regulators, investors and bankers will be useful to the Company. Mr. Hoque earned a master’s degree with honors in Finance from Columbia University. Through a combined degree program, he received a BS in Electrical Engineering from Columbia University and a BA in Physics from Bard College, both degrees were earned with honors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF ITS NOMINEES.
Information about the Board of purchasing, collecting,
restructuring, reselling, securitizingDirectors
Composition of the Board of Directors
Our Board currently consists of four members.
Director Independence
Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
·
the director is, or at any time during the past three years was, an employee of the company;
·
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
·
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
·
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
·
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and servicing receivable portfolios
acquiredwho worked on the company’s audit.
We currently have no independent directors. Mr. Hoque, a nominee to the Board, would be deemed to be an independent director under the above definition. We do not have an audit committee, compensation committee or nominating committee.
Code of Ethics
The Company has not yet adopted a Code of Ethics.
Director Compensation
Directors do not receive compensation of any form for serving as a director, including for their attendance at deep discounts. Feminiquemeetings.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our Common Stock of: (1) each person or entity known to us who owns of record or beneficially 5% or more of any class of our voting securities; (2) each of our directors and executive officers; and (3) all of our directors and executive officers as a group. The percentage of beneficial ownership of our Common Stock is based upon 206,739,432 shares issued and outstanding on December 14, 2016.
Except as otherwise indicated in the footnotes below, each of the beneficial owners has, agreed to acquire 100%our knowledge, sole voting and investment power with respect to the indicated shares of Common Stock.
NAME AND ADDRESS (1) OF BENEFICIAL OWNER |
| AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP |
| PERCENT OF CLASS (2) |
|
|
|
|
|
Thomas Telegades |
| 33,900,231 | (3) | 16.9% |
Peter Fazio |
| 34,444,353 | (4) | 17.2% |
James Valentino |
| 29,326,269 | (5) | 14.6% |
Wallace Baker |
| 29,456,540 | (6) | 14.7% |
Monir Hoque - (Nominee) |
| 1,350,000 |
| * |
All Directors and Officers as a group |
| 127,127,393 |
| 63.4% |
|
|
|
|
|
Stanley and Laurie Altschuler, Joint Owners |
| 10,583,404 | (7) | 5.3% |
Max Khan |
| 18,355,000 | (8) | 9.2% |
*Less than 1% of the issued and outstanding Shares.
(1) Except as otherwise set forth below, the address of each of the persons listed below is c/o Receivable Acquisition & Management Corporation, 60 E. 42nd Street, 46th Floor, New York, New York 10165.
(2) Based on 200,739,432 shares of Common Stock as of December 14, 2016.
(3) These shares are owned by Semper Fi Energy Holdings, LLC of which Mr. Telegades is a control person. This number does not include 8,757,827 shares owned by Cornerstone Program Advisors Ltd, an entity owned by Mr. Telegades’ wife.
(4) Consists entirely of Common Stock held by Mosalu Family Trust of which Mr. Fazio is a control person. Mr. Fazio may be deemed to be the beneficial owner of the Common Stock held by the Mosalu Family Trust.
(5) Includes 28,826,269 shares of Common Stock held by Gramercy Ventures, LLC, of which Mr. Valentino is the manager. Mr. Valentino disclaims beneficial interest of the shares owned by Gramercy Ventures LLC. This number also includes 500,000 shares of Common Stock held in General in exchange for 63,450,000an IRA owned by Mr. Valentino.
9
(6) Consists entirely of Common Stock held by Wentworth Dukeshire Trust. Mr. Baker disclaims beneficial ownership of such shares, as he does not control the power to vote or dispose of these shares. The trust is controlled by independent trustees.
(7) The address of Stanley and Laurie Altschuler is 575 Lexington Avenue, 4th Floor, New York, New York 10022.
(8) Includes 160,000 shares of Common Stock of Feminique, subjectwhich Mr. Khan is legal Custodian and of which Mr. Khan may be deemed to authorization by Shareholders to increasebe the authorized Common Stock of
Feminique to 325,000,000 shares. Overbeneficial owner. Mr. Khan was the last 3 years, General has established
relationships enabling it to identify and locate portfolios of distressed debt
from a number of sources including, but not limited to, national banks, credit
grantors, and loan brokers.
In addition, Matterhorn Holdings, Inc. has assisted our Company in raising
approximately $1,000,000 of funding in the form of private convertible loans to
Feminique which are discussed elsewhere under Certain Relationships and Related
Transactions. Such funding has provided working capital and the means by which
Feminique has acquired two portfolios of distressed receivables through its
wholly owned subsidiary, Receivable Acquisition and Management Corporation of
N.Y.
DIRECTORS AND EXECUTIVE OFFICERS
During the fiscal year ended September 30, 2003, the Company's officers and
directors changed. The following list sets forth information as to all
directors and executive officersChief Executive Officer of the Company duringuntil May 15, 2013 and was on the past fiscal year and
asboard of February 27, 2004.
Summary Compensation Table
The following table sets forth compensation awarded to, earned by or paid to our Chief Executive OfficersOfficer and the four other most highly compensated executive officers for the three years ended September 30, 2003.
SUMMARY COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
Name and principal |
| Salary | Bonus | Stock Awards | Option awards | Non-equity incentive plan compensation | Change in pension value and non- qualified deferred compensation | All Other Compensation | Total |
position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
|
|
|
|
|
|
|
|
|
|
Thomas Telegades, Chief Executive Officer, Interim Chief Financial Officer | 2015 | -0- | -0- | -0- | -0- | -0- | -0- | [ note 1 ] | -0- |
2014 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |
|
|
|
|
|
|
|
|
|
|
Peter Fazio, Chief Operating Officer | 2015 | -0- | -0- | -0- | -0- | -0- | -0- | [ note 1 ] | -0- |
2014 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |
|
|
|
|
|
|
|
|
|
|
James Valentino, Chairman of the Board | 2015 | -0- | -0- | -0- | -0- | -0- | -0- | [ note 1 ] | -0- |
2014 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |
|
|
|
|
|
|
|
|
|
|
Wallace Baker, Corporate Secretary and Chief Administrative Officer | 2015 | -0- | -0- | -0- | -0- | -0- | -0- | [ note 1 ] | -0- |
2014 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
[1] Each of OfficersMessrs. Telegades, Fazio, Valentino, and Directors, who
served duringBaker were owed compensation under their respective consulting agreements with the pastCompany as discussed on the next page. For 2015 and 2014, all of the Company’s officers waived any compensation owed to them under such agreements. No amounts were paid to these officers nor did any amounts accrue.
Outstanding Equity Awards at Year-End
None.
Option Exercises and Stock Vested
No executive officer identified in the Summary Compensation Table above received or exercised any option in fiscal year 2015.
Benefit Plans
In 2013, the Board adopted and received consent of certain holdersmajority of 5% or moreshareholders for the Company’s 2013 Equity Incentive Award Plan (the “2013 Plan”) and the reservation of an aggregate of 3,000,000 shares of the Company's outstanding shares ofCompany’s common stock asfor issuance pursuant to the 2013 Plan. The 2013 Plan, approved by our stockholders, replaces the Company’s last stock option plan, which was adopted in April 2004, and will be used to help attract, retain and motivate employees, consultants and directors.
10
The affirmative vote of the record date, March 17,
2004. AsMajority Shareholders was required for the approval of that date there were 75,000,000 shares of common stock outstanding.
The 2013 Plan is available to employees and Director and Jonathan Rosen, former
President and director were the principalsconsultants of the Company during the Chapter 11
Bankruptcy proceedings from August 2000 to July 2003. Said individuals and
their affiliates substantially assisted in formation of the Plan of
Reorganization( the "Plan") and provided funds to help facilitate the
reorganization, of the Company, confirmation of the Plan and its implementation.
Mr. Figliolini, by his direct holdingssubsidiaries and through affiliates is the principal
shareholder of the Company owning or controlling through affiliates,
approximately 31,076,739 of a total of 75,000,000 shares outstanding as of
March 17, 2004, the record date.
Pursuant to the Plan of Reorganization, and subject to approval of
shareholders, the Company plans to change its name in order to reflect its new
business direction and disassociate itself from its former business of
manufacturing and selling certain licensed feminine hygiene products. As of
the date of this Proxy Statement, through its recently organized wholly owned
subsidiary, Receivable Acquisition and Management Corporation of N.Y. management
has commenced initial operations in a new industry, the acquisition collection
and servicing of portfolios of distressed receivables. Management has been able
to accomplish this as a result of two private financings by the Company. The
first consisted of $200,000 of one year 7% convertible notes, convertible into
restricted common stock at a price of $.0133 per share payable to certain family
trusts controlled by John Figliolini, a major shareholder of the Company. At
-6-
the time of the private placement, the shares of the Company were being sold in
the unofficial over-the-counter gray sheets market for $0.0001 per share.
In addition, Matterhorn Holdings, Inc, of which John Figliolini is a 100%
owner and an officer and director, introduced an affiliate of his, Artemis
Equity Hedge Fund, Inc. Artemis (of which Mr. Figliolini is an officer, director
and fund manager but does not own any shares of Artemis) which loaned the
Company $800,000 in the form of a convertible promissory note of the Company
bearing interest at the rate of 5% per annum. Subject to an amendment
authorizing the Company to issue blank Preferred Stock, this loan is convertible
into 800,000 shares of 10% Series A redeemable Preferred Stock which shall be
redeemable by the Company within 18 months from the date of the exchange of the
Note for the Preferred Stock at a 10% premium plus accrued interest. Upon
conversion into preferred stock, Artemis shall also receive 80,000 restricted
post-split shares of common stock of Feminique. In addition to being redeemable
within 18 months, the holders of the Preferred Stock will have 110% preference
on liquidation. After 18 months, as long as there is an amount due to Artemis
on the Note or Preferred stock, such amount shall be convertible into restricted
common stock of Feminique at a price equal to the greater of $1.00 per share or
80% of the average bid price for the common stock during the 30-day period
immediately preceding the notice of conversion.
Pursuant to Agreement dated January 21, 2004, between Feminique and General
Outsourcing Services, Inc. ("General"), which is a wholly owned limited
liability company of Gobind Sahney, a director, Feminique has agreed, subject to
an increase in the authorized capitalization of Feminique, to exchange
63,450,000 shares of its common stock for all of the outstanding shares (his
entire holdings in the business and assets of General). General is in the
business of servicing acquisition and collection of aged receivables and
management deems the acquisition to be material to Feminique's business. In
addition, Feminique has executed a Services Agreement with General whereby
General shall provide the necessary personnel, software and hardware to service
the receivables acquired from time-to-time by Feminique. The agreement to
acquire General is subject to and conditioned upon an increase in the Company's
authorized common stock to 325,000,000 shares and an approval of a
one-for-fifteen reverse stock split of its outstanding common stock, which are
proposals to be voted upon by shareholders. See proposal Three and Proposal
Seven and discussion of advantages and disadvantages of such proposals to
shareholders. The Services Agreement will become moot upon consummation of the
acquisition of General.
Subject to an increase in the authorized capitalization of the Company,
Feminique will be paying 63,450,000 shares valued at the current gray market
price of $.0001 per share (or $6,345) for General. General has nominal assets
and no liabilities and has reported unaudited pre-tax income for its fiscal year
ended December 31, 2003, of $36,608. It is a personally owned service company
of Mr. Gobind Sahney, a director. The amount being paid in stock ($6,345) is
essentially for good will. In effect, at closing, Feminique will be purchasing
experienced management in the form of Mr. Sahney and the servicing
infrastructure essential for executing the Company's business plan. The
foregoing information is not part of the financial information contained in the
Company's Annual Report which is enclosed with this Proxy Statement. Subject to
closing, the long term financial effects of the newly acquired company will be
reflected in the future consolidated statements of Feminique.
-7-
Max Khan has entered into an employment agreement with Feminique. Subject
to an increase in the authorized common stock of Feminique, the employment
agreement with Max Khan provides that he will be issued 64,500,000 shares of
common stock (4,300,000 shares post reverse stock split). It also provides for
(a) an annual base salary of $180,000 effective April 1, 2004; (b) an annual
bonus in the discretionmembers of the Board, of Directors based upon performance for the
prior year to be paid during the first quarteror as applicable, members of the next succeeding year; (c)
Personal and family medical and other health, life and disability benefits
afforded by any Company plan are to be borne by the Company, including any
deductible or co-payment requirementsboard of such plan, up to $10,000 per year; (d)
a six-week vacation annually (e) severance pay pursuant to formula; (f)
participation in Company Stock Option Plans.directors. The employment agreement will terminate on December 26, 2006 unless
extended by the Company.
Pursuant to agreement dated January 22, 2004, between Feminique and
Matterhorn Holdings, Inc. a principal shareholder of the Company (of which John
Figliolini, a former officer, and director is a principal shareholder and chief
executive officer) Matterhorn has been retained as a management and marketing
consultant to provide services for the Company's growth in the debt acquisition
collection and management business. Matterhorn assisted the Company in obtaining
$1,000,000 in funding through convertible loans whereby Feminique obtained the
means to purchase its initial two portfolios of distressed receivables.
Matterhorn will consult with management on a regular basis to provide management
and marketing advice and assistance in identifying and introducing potential
acquisition candidates to the Company. As compensation for its services, and
subject to approval of shareholders to increase the authorized shares of common
stock to 325,000,000 shares and the one-for-fifteen reverse stock split of
Feminique's outstanding shares of common stock. Matterhorn will receive
restricted non-callable five-year warrants to purchase a total of 98,400,000
shares (or 6,560,000 post-split shares) of common stock of the Company
excercisable at a price of $.0.0005 per share (pre-reverse stock split). At the
time the Consulting Agreement was entered into, the price for Feminique's Common
Stock in the over the counter "gray sheets" was $0.0001 per share. The warrants
contain piggy back rights to join in future registration statements filed by the
Feminique with the SEC at the Company's expense. The Warrants also contain
adjustments in price in the event of stock splits, dividends; merges or
consolidations.
MANAGEMENT POLICIES FOR GROWTH
------------------------------
INCREASE IN REVENUE THROUGH ACQUISITION
As of March 17, 2004, there were 75,000,000 shares of common stock
outstanding. The Company has effectively implemented the Plan of Reorganization
and satisfactorily raised private financing to enable it to commence operations
through its recently organized subsidiary, Receivable Acquisition and Management
Corp. of New York. In addition to our Company's need for cash to acquire
additional receivables, it intends to pursue its current acquisition policy to
acquire additional assets or companies having assets and/or operations which are
compatible with the Company's business; and (c) to provide additional shares for
funding and growth. ManagementBoard believes that this policy of growth through
operationthe 2013 Plan will promote the success and acquisition can best be pursued through utilization of equity
(Common Stock) as opposed to cash. The Company is constantly in need of its cash
reserves for operations and for internal growth as its revenues continue to
increase. The proposed increase in capitalization is deemed necessary by
management to provide a sufficient amount of shares that will enableenhance the Company
to raise
-8-
capital, to be flexible in proposals for acquisition candidates and to consider
significant acquisition of distressed receivables. The increase will provide
wherewithal for management to consider and aggressively pursue a desirable
acquisition candidate and distressed receivables. (of relatively significant
size) without the necessity of further requesting shareholders to authorize an
increase in the capitalization with the statutory and regulatory delays which
are usually occasioned thereby. In many instances, such a delay could result in
loss of opportunity. The proposed increase in capitalization is deemed by
management to enable it to meet potential anticipated operational objectives by
providing shares for future funding, if necessary or warranted, and to provide
shares for continued growth by acquisition. The Company plans to consider or
pursue desirable acquisition candidates and distressed receivables. Although the
Company will enter into discussions with potential acquisition candidates or
asset acquisitions, except for the acquisition of General, there are no specific
agreements in place for any new acquisition candidate or asset acquisition at
this time. In addition the increased capitalization will give management the
flexibility to issue stock dividends to shareholders, as deemed appropriate.
POSSIBLE ADVERSE ASPECTS FOR SHAREHOLDERS
An increase in the authorized shares of Common Stock (and authorization of
preferred stock) shall enable management to make additional issuances of Common
Stock (or preferred stock) without approval of shareholders. Such issuances of
common stock will dilute the percentage ownershipvalue of the Company by existing
shareholders, and any issuances of preferred stock, if convertible into common
stock, may have similar dilutive consequences. Furthermore, preferred stock may
grant preference in dividendscontinuing to link the preferred stockholder over the common
stockholder. In addition, a further consequence of increasing the authorized
shares of Common Stock (or creation of a series of Preferred Stock) of the
Company is that management will have the potential ability, without approval of
shareholders to issue such common shares or create and issue such preferred
stock (convertible into common stock in desirable conversion ratios) so as to
make more difficult, or to stave off hostile and/or friendly takeover attempts
by third parties. The foregoing will be applicable even if such a transaction
may appear, on its face, to be favorable to thepersonal interests of the shareholders.
Such anti-takeover measures may include declaring a dividend and issuing shares
to the existing shareholders of the Company, or selling the shares, on agreeable
terms to a friendly investor (a person or other entity whose interests are not
opposedparticipants to those of the Company and its shareholders) or taking other measuresstockholders and by providing participants with its authorized but unissued shares (without approval of shareholders)
within its corporate powersan incentive for outstanding performance to stave off takeover attempts.generate superior returns to our stockholders. The use by
management of anti- takeover measures which may includeBoard further believes that the issuance of
additional shares, share dividends, and/or options2013 Plan will provide flexibility to acquire shares at
favorable prices, may have a dilutive effect on the Company's book value and
further erode percentage ownership of shares by existing shareholders. However,
there are currently no "anti-takeover" measures contemplated by the Company or
included in any debt agreement, By-law or provisionits ability to motivate, attract and retain the services of employees, consultants and Directors upon whose judgment, interest and special effort the successful operation of the Company's CertificateCompany is largely dependent.
The 2013 Plan provides for the grant of Incorporation or any amendment theretostock options (both incentive stock options and managementnonqualified stock options), restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units and performance-based awards to eligible participants.
There were no grants of plan-based awards to named executive officers for the year ended December 31, 2015.
Non-qualified Deferred Compensation
The Company does not have any defined contribution or other plan or
presently contemplate seeking shareholder approvalwhich provides for any such amendment to the By-Laws. Management believes shareholder approval maydeferral of compensation on a basis that is not be necessary should it
desire,tax-qualified.
Consulting Agreements
The Company entered into an agreement in the future, to implement the aforementioned anti-takeover measures
heretofore discussed.
The increase in the authorized number of shares together2013 with other factors
may also
-9-
make the removal of management more difficult even if such removal would appear
to be beneficial to shareholders generally,Thomas Telegades, Chief Executive Officer, Interim Chief Financial Officer, and may have the effect of limiting
shareholder participation in certain transactions such as mergers or tender
offers whether or not such transactions are favored by incumbent management.
However, it is essential to note that whatever course of action management
chooses to pursue, it is required and has a fiduciary obligation to do so in the
best interestsDirector of the shareholders.
As of March 17, 2004, the Company, had 75,000,000 shares of Common Stock
issued and outstanding. The Company's certificate presently authorizes
75,000,000 shares of common stock. Accordingly, based upon the aforementioned
reasons and the Company's current acquisition policy, Management has determined
to request shareholder approval of its resolution to amend its Certificate of
Incorporation to increase the authorized shares of Common Stock from 75,000,000
to 325,000,000 shares and authorizeunder which Mr. Telegades shall serve on a full-time basis as Chief Executive Officer for a three year term beginning on May 15, 2013 which was extended for an additional 10 million shares whichthree years. The agreement specifies that Mr. Telegades shall be blank preferred stock.paid annual compensation of up to $150,000 for his services. The foregoing will, among other things, provideagreement includes non-competition and non-solicitation provisions which expire the necessary shares for thelater of three years from May 15, 2013, or one year following his termination or voluntary resignation.
The Company to (a) issue 800,000 shares of preferred
stock upon conversion of the 5% Note for Preferred stock which shall have the
rights and preferences previously agreed upon with Artemis Equity Hedge Fund,
Inc. in the 5% Convertible Note; and (b) issue and deliver shares of Common
Stock to acquire General and for issuance to management and others as described
elsewhere herein. Although these transactions have already been entered into an agreement in 2013 with Peter Fazio, the Chief Operating Officer and shareholder approval of such agreements per se is not being sought, management
believes the foregoing issuances, exchanges and terms, are, under the
circumstances, in the best interestsDirector of the Company, under which Mr. Fazio shall serve on a full-time basis as Chief Operating Officer of the Company for a three year term beginning on May 15, 2013, which was extended for an additional three years. The agreement specifies that Mr. Fazio shall be paid annual compensation of up to $150,000 for his services. The agreement includes non-competition and its shareholders.
PROPOSAL ONE
------------
ELECTION OF DIRECTORS
non-solicitation provisions which expire the later of three years from May 15, 2013, or one year following his termination or voluntary resignation.
The Company entered into an agreement with Gramercy Ventures LLC (“Gramercy”), under which the manager of Gramercy, James Valentino, who is also one of the directors of the Company, serves on a full-time basis as consultant to and non-executive Chairman of the Board of Directors has nominated allthe Company for a three year term beginning on July 1, 2014. The agreement specifies that Gramercy shall be paid an annual compensation of up to $150,000 for such services. This agreement includes non-competition and non-solicitation provisions which expire the current directors for
re-election at the Annual Meeting. All directors serve until the next Annual
Meetinglater of stockholdersthree years from July 1, 2014, or until their successors are duly elected and
qualified.
THE NOMINEES
one year following his termination or voluntary resignation.
The following section gives information - provided by the nominees - about their
principal occupation, business experience and other matters.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING NOMINEES.
MAX KHAN
GOBIND SAHNEY
STEVEN LOWE
Feminique's current directors and nominees for election to serve until the next
Annual Meeting of Shareholders are Messrs. Gobind Sahney, Max Khan and Steven
Lowe. A brief background of each of them follows:
-10-
GOBIND SAHNEY, age 41, hasCompany entered into an agreement with Wallace Baker, a background in corporate finance and business
management; past experience includes positions in public and private accounting;
positions in mortgage banking where he was responsible for commercial real
estate loan originations and underwriting; position with a private investment
partnership as a Senior Analyst, where he was responsible for the
identification, review, and analysis of investments and the investment decision;
the founding and development of a successful advisory and research firm,
advising companies on organizing and/or reorganizing themselves to attract
capital, and/or recruit qualified managers and directors capable of guiding the
companies to a higher level of performance and recognition, additional services
involved the specific functions of corporate finance and merger and acquisition
advisory services for the client entities; the founding and guidance of a
successful consumer finance (credit card) marketing organization affiliated with
MBNA America Bank. Mr. Sahney is a director of YES, Inc., Mr. Sahney is a
lifetime member of the National Eagle Scout Association; member Babson College
Board of Trustees; the Babson College Asian Advisory Board; Trustee of the
Scripps Whittier Institute for Diabetes/Chairman 2001; the Indus Entrepreneurs
San Diego Chapter. Mr. Sahney is the principal owner of General Outsourcing
Services Inc., which specializes in the purchase, collection, restructuring,
resale and securitization of receivable portfolios acquired at deep discounts.
Mr. Sahney is a graduate of Babson College with dual degrees in Finance and
Accounting. Born in 1962, Mr. Sahney lives in San Diego and has 2 children.
MAX KHAN, age 37, has been in the financial industry since 1987. He began his
career as a financial consultant in New York. Mr. Khan founded Alliance Global
Finance Inc. in 1992 with focus on corporate finance and investment banking. He
is the co-founder of NewTrad Investors Inc("NewTrad") . NewTrad is a hedge fund
advisory firm and advises Japanese institutional investors in their
diversification into alternative assets. Mr. Khan has a Bachelors Degree in
Accounting and Economics from City University of New York and MBA from Pace
University (New York). He is married with 2 children and lives in New Jersey.
STEVEN LOWE, age 45, is a practicing attorney in the State of California and is
the Secretary and director of the Company, since April, 2003.under which Mr. Lowe isBaker serves on a full-time basis as Chief Administrative Officer and Secretary of the principalCompany for a three year term beginning on July 1, 2014. The agreement specifies that Mr. Baker shall be paid annual compensation of up to $150,000 for his services. This agreement includes non-competition and non-solicitation provisions which expire the later of three years from July 1, 2014, or one year following his termination or voluntary resignation.
For 2015 and 2014, all of the Company’s officers waived any compensation owed to them under such agreements. For 2015 and 2014, no amounts were paid to these officers nor did any amounts accrue.
All of our officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own law firm since January 1991 and continues to actively
practice law in California.
independent business interests.
PROPOSAL TWO
------------2 - RATIFICATION OF SELECTIONAPPOINTMENT OF AUDITORS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board has appointed the firm of Directors has selected Bagell Josephs & Company LLC (Bagell)PKF O’Connor Davies, LLP as the independent auditors of Feminique for 2004. Bagell commenced performing auditing
services for Feminique almost immediately upon its emergence from Chapter 11
proceedings has served as the independent auditorsregistered public accounting firm of the Company since 1983.
Arrangements have been made for athe fiscal year ending December 31, 2016. PKF O’Connor Davies, LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2015.
A representative of BagellPKF O’Connor Davies, LLP is not expected to attend the Annual Meeting. The representativeMeeting to respond to appropriate questions and will have an opportunity to make a statement if he or she desiresso desires.
Fees Paid to do so, and will be available to respond to appropriate
stockholder questions. Principal Accountants
The selection of Bagell asfollowing table presents the Company's auditors must be
ratified by a majority of the votes cast at the Annual Meeting. Bagell is
approved by the new PCAOB - Public Company Accounting Oversight Board, and is a
member and compliant with the newly formed reorganized AICPA SEC Division called
AICPA CENTER FOR PUBLIC COMPANY AUDITS. The firm is current with its peer review
system and has maintained an unqualified quality control status since the
inception of the peer review system established by the AICPA.
Audit Fees. The aggregate fees billed for professional services rendered for the
audit of our financial
-11-
statements forby PKF O’Connor Davies, LLP during the fiscal yearyears ended September 30, 2003December 31, 2014 and the review of the
Company's financial statements included in our quarterly filings on Form 10QSB
during that fiscal year were $24,800. There were no other fees paid for other
services performed by Bagell Josephs & Company LLC or its employees.
PROPOSAL THREE
--------------
PROPOSED AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES
OF COMMON STOCK FROM 75,000,000 SHARES TO 325,000,000 SHARES
Article Fourth of the Company's Certificate of Incorporation presently
reads: FOURTH:
The corporation shall be authorized to issue the following shares:
Number of
Class Shares Par Value
Common 75,000,000 $0.001
Subject to the approval of shareholders, the Board of Directors intends to
amend the Company's Certificate of Incorporation to provide for a new
Article (Fourth) thereof, as follows:
"FOURTH: The corporation shall be authorized to issue the following shares:
Number of
Class Shares Par Value
Common 325,000,000 $0.001
The increase in the number of authorized shares of common stock, when and
if issued, will not in any way change the inherent rights of existing or future
common shareholders. If and when issued, each share of additional authorized
Common Stock will continue to: (1) entitle the holder to one vote per share on
matters to be voted upon by the shareholders; (2) not entitle the holder to any
cumulative voting, cumulative dividends, preemptive, subscription or redemption
rights; (3) entitle the holder to receive dividends from available funds, if and
when declared by the Company's Board of Directors; (4) entitle the holder to
share ratably in the assets of the Company legally available for distribution to
shareholders in the event of liquidation, dissolution or winding up of the
Company. (SEE POSSIBLE ADVERSE ASPECTS FOR SHAREHOLDERS).
REQUIRED VOTE FOR ADOPTION
Under Delaware Law the affirmative vote of a majority of the outstanding
shares of the Company's Common Stock is required for the approval of Proposal 1,
the proposed amendment to the Company's Certificate of Incorporation which
increases the authorized shares of Common
-12-
Stock available for issuance. Once given effect, a majority vote of the
Company's Common Stock at a properly called meeting at which a quorum is present
will be required to repeal or modify the amendment.
RECOMMENDATION OF MANAGEMENT
2015.
| PKF O’Connor Davies December, 2015 |
| PKF O’Connor Davies December, 2014 | ||
|
|
|
| ||
Audit Fees | $ | 30,000 |
| $ | 35,000 |
Audit Related Fees | $ | 0 |
| $ | 0 |
Tax Fees | $ | 0 |
| $ | 0 |
All Other Fees | $ | 0 |
| $ | 0 |
Total | $ | 30,000 |
| $ | 35,000 |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION“FOR” THE RATIFICATION OF PKF O’CONNOR DAVIES, LLP AS THE PROPOSEDCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.
PROPOSAL 3 - APPROVAL OF AN AMENDMENT OFTO THE COMPANY'S CERTIFICATE OF INCORPORATION INCREASING THE
AUTHORIZED COMMON STOCK OF THE COMPANY FROM SEVENTY FIVE MILLION (75,000,000)
SHARES OF COMMON STOCK TO THREE-HUNDRED TWENTY-FIVE MILLION SHARES OF COMMON
STOCK, PAR VALUE $.001 PER SHARE.
PROPOSAL FOUR
-------------
PROPOSED AMENDMENT OF THE COMPANY'SCOMPANY’S CERTIFICATE OF INCORPORATION TO AUTHORIZE 10,000,000 SHARES OF BLANK PREFERRED STOCK
Article Fourth ofEFFECT THE NAME CHANGE
We are asking our stockholders to approve an amendment to the Company'sCompany’s Certificate of Incorporation presently only
providesin the form attached to this proxy statement as Appendix A to effect the name change (the “Name Change”).
The Name Change reflects the current business operations of the Company. The Company adopted the operations of Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”) and Sustainable Energy Industries, Inc. a Delaware corporation (“Sustainable”), under a March 29, 2013 agreement (the “Merger Agreement”), which was completed on May 15, 2013 (the “Merger”). Cornerstone is an energy infrastructure project management company focused on healthcare and higher learning institutions. Sustainable is focused on the alternative energy business, with emphasis on “green” engine technology it has licensed. As a result of the Merger, the members of Cornerstone and shareholders of Sustainable received an aggregate of ninety percent (90%) of the equity securities of the Company on a fully diluted basis.
The Company has obtained Board approval for the issuance of Common Stock and makes no provision for the
issuance of any other class of stock or any preferred stock.
Subject to the approval of shareholders and IN ADDITION TO THE AMENDMENT OF
ARTICLE FOURTH CONTAINED IN PROPOSAL NUMBER THREE (ABOVE), management proposes
to amend Article FourthName Change of the Company's Certificate of IncorporationCompany to authorize the issuance of 10,000,000 shares of blank preferred stock, and to
read“PwrCor, Inc.”, or a similar name as follows:
"FOURTH: The corporation shall be authorized to issue the following shares:
Class Shares Par
- -------------------------------------------------------
Common 325,000,000* $0.001
Preferred 10,000,000 0.001
________________________
* Presumes the authorization of an increase in Common Stock pursuant to proposal
Three
"The total number of shares of capital stock of all classifications which
the Corporation shall have the authority to issue is (335,000,00) shares,
of which (i) (325,000,000) shares shall be designated common stock, having
a par value of $.001 per share, and (ii) TEN MILLION (10,000,000) shares
shall be designated "Preferred Stock" having a par value of $.001 per
share.
(a) All shares of common stock will be equal to each other and shall have
all the rights granted to stockholders under the General Corporation Law of
the State of Delaware, as
-13-
amended, and the Certificate of Incorporation, including, without
limitation, one vote for each share outstanding in the name of each holder,
the power to elect directors or consent or dissent to any action to take
place at any regular or special meeting of stockholders, and the right to
receive dividends and distributions subject to the rights and preferences
of any outstanding shares of Preferred Stock authorized hereby.
(b) The Preferred Stock may be issued from time to time pursuant to
resolution of the Board of Directors in one or more classes and one or more
series of each class with specified serial designations, shares of each
series of any class shall have equal rights and shall be identical in all
respects, and
(1) may have specified voting powers, full or limited or may be without
voting power, (2) may be subject to redemption at such time or times as may
be designated, and at designated prices; (3) may be entitled to receive
dividends (which may be cumulative or non-cumulative) at designated rates,
on such conditions and specified times, and payable in any other class or
classes of stock; (4) may have such rights upon the dissolution of, or upon
any distribution of the assets of, the corporation; (5) may be made
convertible into, or exchangeable for shares of any other class or classes
or of any other series of the same or any other class or classes of stock
of the Corporation, at such price or prices or at specified rates of
exchange and with specified designated adjustments; and (6) may contain
such other special rights and qualification, as shall hereafter be stated
and expressed in the resolution or resolutions providing for the issue of
such Preferred Stock from time to time adopteddetermined by the Board of Directors
pursuant to the authority so to do which is hereby granted and expressly
vested in the Board of Directors. The Board of Directors shall have authority to causebelieves that the Corporation to
issue from time to time, without any vote or other action byname “PwrCor, Inc.”, more accurately reflects the stockholders, any or all shares of stockbusiness and operations of the corporationCompany after the acquisition of any class or
series at any time authorized,Cornerstone and any securities convertible into or
exchangeable for any such shares, and any options, rights or warrants to
purchase or acquire any such shares, in each case to such persons and on
such terms (includingSustainable as a dividend or distribution on or with respect to,
or in connection with a split or combinationresult of the outstanding shares of
stock ofMerger. Since the same or any other class or series)Merger closed in May 2013, the Company has utilized “Cornerstone Sustainable Energy” as a trade name. Management believes the Board of Directors
from timeName Change will provide a unique name that more closely relates to time in its discretion lawfully may determine; provided, that
the consideration for the issuance of shares of stock of the corporation
(unless issued as such a dividend or distribution or in connection with
such a split or combination) shall not be less than the par value of such
shares. Shares so issued shall be fully-paid stock, and the holders of such
stock shall not be liable to any further calls or assessments thereon."
Subject to the approval of the proposed amendment toour operating business.
The Name Change will amend the Certificate of Incorporation by shareholders, upon the filing of such Certificate of Amendment,
the Board of Directors will cause a Certificate of Designation of Rights and
Preferences to be filed, outlining the rights and preferences of the classCompany to formalize the new name. Furthermore, the Company is considering changing the ticker symbol to more closely reflect that of Preferred Stock issuable to Artemis as heretofore described.
Effect on Future Shareholder Rights and Possible Adverse Aspects to Existing
Shareholders
the Company after the Name Change.
The proposed 800,000 shares of Preferred Stock toname change would be authorized and issued
to Artemis Equity Hedge Fund, Inc. (Artemis) subject to shareholder approval ofimplemented by filing the amendment to theour Certificate of Incorporation, authorizingin substantially the 10,000,000
sharesform attached to this Proxy as Appendix A, with the Delaware Secretary of Blank Preferred Stock, shall giveState, and the holder a priority in liquidationname change would become effective on the date of the Company, up to $880,000. If such liquidationfiling.
The Name Change and Reverse Stock Split were -14-
to occur shortly after approval by shareholders,each closing conditions under a substantial amount of the net
proceeds derived from such liquidation would be allocable to the Preferred
Stockholder prior to any funds being allocable to common stockholders.
In the event Proposal Three is adopted by shareholders, since Artemis' 5%
Convertible note is due on March 30, 2004 and is convertible into Preferred
stock (which has no voting rights), the existing percentage of voting control of
common stockholders will not be affected by the conversion. The Preferred stock
bears a 10% redemption premium and a 110% preference on liquidation and will be
redeemable by29, 2013 agreement between the Company, within 18 months from NoticeCornerstone and Sustainable (the “Merger Agreement”). However, the Name Change and Reverse Merger were each waived as conditions of Conversion at which
time it will receive its outstanding principal amount plus a 10% premium.
The proposed amendment also authorizesclosing and the Board of Directors in its
discretion, to issue Preferred Stock of different classes (in addition to those
heretofore discussed in connection with the Artemis transaction). The proposed
authority gives the Board of Directors maximum discretion to fashion rights and
preferences for future Preferred Stock to be issued and to issue such shares
without further approval of shareholders. This is deemed necessary by management
to give it the broad latitude to act quickly when an acquisition opportunity
presents itself and be able to fashion preferred stock containing rights and
preferences in a variety of ways. Such possible future issuances (with no
requirement to obtain shareholder approval prior thereto) may be specifically
fashioned by management in a manner which will increase the likelihood of
achieving the corporate objective for an acquisition of assets or acquisition of
another company and may contain rights and preferences which are different to
those granted to Artemis. However such newly issued preferred stock may also
have an adverse effect on the interests of common stockholders due to provisions
therein which may provide for voting, anti-dilution, conversion, priority in
liquidation and possibly other factors not yet predictable or calculable. (See
Possible Adverse Aspects For Shareholders").
REQUIRED VOTE FOR ADOPTION
Under Delaware Law the affirmative vote of a majority of the outstanding
shares of the Company's Common Stock is required for the approval of Proposal 4,
the proposed amendment to the Company's Certificate of Incorporation to
authorize the Company to issue 10,000,000 shares of Preferred stock and thereby
increases the total authorized shares available for issuance. Once given effect,
a majority vote of the Company's Common Stock (and outstanding preferred stock
if the preferred stock is subject to repeal or modification)at a properly called
meeting at which a quorum is present will be required to repeal or modify the
amendment.
RECOMMENDATION OF MANAGEMENT
Merger was completed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THE APPROVAL OF THE PROPOSED
AMENDMENT OFNAME CHANGE AND THE COMPANY'S CERTIFICATE OF INCORPORATION AUTHORIZING 10,000,000
SHARES OF BLANK PREFERRED STOCK PAR VALUE $.001.
-15-
PROPOSAL FIVE
-------------
AMENDCORRESPONDING CHANGE TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAMEINCORPORATION.
PROPOSAL 4 - AUTHORIZATION OF THE CORPORATION
TO
RECEIVEABLE ACQUISITION & MANAGEMENT CORPORATION
The Plan of Reorganization has mandated a change of name for the
corporation. Since the Company has not engaged in manufacture and/or sale of
Feminine hygiene products for a number of years, it believes a change of name is
appropriate. As all shareholders have been made aware, the Company is currently
engaged in the business of acquisition, servicing and collection of aged
receivables. Accordingly management believes that the name "Receivable
Acquisition and Management Corporation " provides the appropriate identity of
the corporation and removes the misleading characteristic of it being a feminine
hygiene company.
Management anticipates a need to change the Company's trading symbol for
its shares which are presently traded on the unofficial OTC gray sheets market
under the symbol "FEMQ" and, subject to shareholder approval for the change of
name, will propose a new symbol for the Company. As of the date hereof,
management intends to propose RAMC, as its new symbol, however no application
therefor has been submitted by the Company.
Proposed Amendment of Certificate of Incorporation
Article "First" of the Company's certificate of incorporation presently reads:
"First: the name of the corporation is "Feminique Corporation "
Subject to the approval of shareholders, the Board of Directors has
resolved to amend the Company's certificate of incorporation to provide for a
new article First thereof to read as follows:
"First: the name of the corporation is: Receivable Acquisition & Management
Corporation. Required Vote for Adoption
Under Delaware Law the affirmative vote of a majority of the outstanding
shares of the Company's Common Stock is required for the approval of the
Proposal five.
Recommendation of Management THE BOARD OF DIRECTORS RECOMMENDSTO EFFECT A VOTE APPROVING THE PROPOSED AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION
FROM FEMINIQUE CORPORATION, TO "RECEIVEABLE ACQUISITION AND MANAGEMENT
CORPORATION".
PROPOSAL SIX
------------
APPROVAL OF THE COMPANY'S 2004 STATUTORY & NON-STATUTORYREVERSE STOCK OPTION PLAN
AsSPLIT
We are asking our stockholders to authorize the Board, to effect a Reverse Stock Split of Marchall outstanding shares of our common stock at an exchange ratio in the range of 1 2004, subjectfor 6 to shareholder approval1 for 20. The Board has up to one year from the date of an increased
capitalization, Feminique's Board of Directors approved the Feminique
Corporation 2004 Statutory and Non-statutory Stock Option Plan (the "Plan") and
recommended formalizing and submitting the plan to stockholders for approval at the Annual Meeting.Meeting to effect the Reverse Stock split, if it decides to effect it at all. The planexact ratio to be chosen by the Board will become effective on May 1, 2004.
-16-
The Board of Directorsbe determined as to what is in the best interests of the Company, as the Board expects that it will administerincrease the Plan.share price of our Common Stock. The plan affords key employees, officers,Board believes that if we are successful in maintaining a higher price per share of our Common Stock, we will be able to generate greater interest among investors and consultants, whoinstitutions. If we are successful in generating such interest, we anticipate that our Common Stock would have greater liquidity and a relationship with and who are responsible for the continued growth of the
Company, an opportunity to acquire a proprietary interest in the Company;
thereby it can create in such individuals a greater concern for the welfare of
the Company and its subsidiaries. stronger investor base.
The Company, by means of this 2004 Statutory
and Non-StatutoryReverse Stock Option Plan, seeks to retain the services of persons now
holding key positions and to secure the services of persons capable of filling
such positions. The following summary is qualified by reference to the complete
text of the Plan, which is attached hereto.
THE 2004 STATUTORY AND NON-STATUTORY STOCK OPTION PLAN
------------------------------------------------------
Up to 37,500,000 shares of common stock, (2,500,000 shares post-split) subject
to adjustments for stock dividends, splits and other events that affectSplit would reduce the number of shares of common stock outstanding, may be issued under the plan.Common Stock subject to purchase under the plan will be shares of common stock that
have been authorized but unissued, or have been previously issued and reacquired
byoutstanding from approximately 200,739,432 million shares as of December 14, 2016, to approximately 10,036,972 shares based on the Company,maximum 1-for-20 Reverse Stock Split shares, or both.
Maximum Purchase. The options offered underto approximately 33,456,572 shares based on the plan are a matter of separate
inducement and are not in lieu of any salary or other compensation for the
services of any key employee or consultant. The options granted under the plan
are intended to be either Incentiveminimum 1-6 Revise Stock Options ("ISO") or Non- Qualified
Stock Options ("NQSO"). The aggregate fair market value of shares subject to an
ISO to a participant's stock purchases in any calendar year shall not exceed one
hundred thousand dollars ($100,000.00).
Option. Participants will receive an option. The option will stateSplit Shares. By reducing the number of issued and outstanding shares of common stock to be purchased underlyingCommon Stock, with a less than proportionate decrease in the options granted.
Exercise Price. The purchase price per share purchasable under an optionnumber of authorized shares, more shares of Common Stock will be determined by the Committee, provided, however, that such purchase price shall
not be less than 90%available for issuance as a result of the fair market value of a share on the date of grant of
such option; provided further, any option granted to a participant who, at the
time such option is granted, is an officer or director of the Company, the
purchase price shall not be less than 100% of the fair market value of a share
on the date of grant of such option. However, in the case of an ISO granted to a
participant who, at the time such option is granted, is deemed to be a 10%
Shareholder, the purchase price for each share will be such amount as the
Committee in its best judgment shall determine to be not less than 110% of the
fair market value per share on the date the ISO is granted.
Term of Option. The term of each option shall be fixed by the Committee which in
any event will not exceed a term of 10 years from the date of the grant,
provided, however, that the term of any ISO' granted to any 10% Shareholder will
not be exercisable after the expiration of 5 years from the date such ISO was
granted.
Termination of Employment. The Committee will determine the effects of a
participant's retirement, death, disability, leave of absence or any other
termination of employment during the Term of any option.
Amendments. The Board may amend, alter, suspend, discontinue or terminate the
plan; provided, however, that, notwithstanding any other provision of the plan
or any option, without approval of the stockholders of the Company, no such
amendment, alteration, suspension, discontinuation or termination will be made
that, absent such approval, (1) would cause Rule 16b-3 to become unavailable
with respect to the Plan, (2) would violate the rules or regulations of any
national securities exchange on which the shares of the Company are traded or
the rules or regulations of the NASD that are applicable to the Company, or (3)
would cause the Company to be unable, under the Code, to grant ISOs under the
plan.
Federal Income Tax Consequences
- ----------------------------------
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The following is a general summary of the federal income tax consequences under
current tax law of NQSOs and ISOs. It does not purport to cover all of the
special rules, including special rules relating to optionees subject to Section
16(b) of the Exchange Act and the exercise of an option with previously acquired
shares, or the state or local income or other tax consequences inherent in the
ownership and exercise of stock options and the ownership and disposition of the
underlying shares.
An optionee will not recognize taxable income for federal income tax purposes
upon the grant of a NQSO or an ISO. Upon the exercise of a NQSO, the optionee
will recognize ordinary income in an amount equal to the excess, if any, of the
fair market value of the shares acquired on the date of exercise over the
exercise price thereof, and the Company will generally be entitled to a
deduction for such amount at that time. If the optionee later sells shares
acquired pursuant to the exercise of a NQSO, he or she will recognize long-term
or short-term capital gain or loss, depending on the period for which the shares
were held. Long-term capital gain is generally subject to more favorable tax
treatment than ordinary income or short-term capital gain. Upon the exercise of
an ISO, the optionee will not recognize taxable income. If the optionee disposes
of the shares acquired pursuant to the exercise of an ISO more than two years
after the date of grant and more than one year after the transfer of the shares
to him or her, the optionee will recognize long-term capital gain. However, if
the optionee disposes of such shares within the required holding period, all or
a portion of the gain will be treated as ordinary income.
In addition to the federal income tax consequences described above, an optionee
may be subject to the alternative minimum tax, which is payable to the extent it
exceeds the optionee's regular tax. For this purpose, upon the exercise of an
ISO, the excess of the fair market value of the shares over the exercise price
therefor is an adjustment which increases alternative minimum taxable income. In
addition, the optionee's basis in such shares is increased by such excess for
purposes of computing the gain or loss on the disposition of the shares for
alternative minimum tax purposes. If an optionee is required to pay an
alternative minimum tax, the amount of such tax which is attributed to deferral
preferences (including the ISO adjustment) is allowed as a credit against the
optionee's regular tax liability in subsequent years. To the extent the credit
is not used, it is carried forward.
Although management believes it is in the interests of shareholders that the
Plan be approved in order to attract and retain qualified employees and
consultants, since the plan authorizes the grant of options to purchase up to
37,500,000 shares of common stock, the grant and exercise of the options would
tend to dilute the percentage ownership of shareholders in the Company.
Furthermore, the nature of the options is such that the options would be
exercised at a time that the Company likely would be able to derive a higher
price for Company shares than the exercise price.Reverse Stock Split. The Board believes that the plan is an effective meansavailability of aligning the interests of a
broad range of employees with the interests of our stockholders.
PROPOSAL SEVEN
--------------
GRANT APPROVAL FOR MANAGEMENT TO DECLARE A ONE-FOR-FIFTEEN
REVERSE STOCK SPLIT
The Company's stockholders are being asked to approve action by the Board
of Directors, in its discretion, to effect a one for fifteen reverse stock split
of its issued and outstanding common stock (the "Reverse Stock Split") subject
to approval of the increased authorized capitalizationmore shares of Common Stock at anyfor issuance will allow the Company greater flexibility in pursuing financing from investors and issuing shares of Common Stock in exchange for such financing, meeting business needs as they arise, taking advantage of favorable opportunities, and responding to a changing corporate environment. At the same time within 90 daysas the Reverse Stock Split, the number of authorized shares of our Common Stock will be reduced from 325 million to 200 million, with no change to the annual meeting. In its discretion,par value.
The Board is also asking the stockholders to approve the corresponding amendment to the Certificate of Incorporation to effect the Reverse Stock Split.
If stockholders approve this proposal, the Board of Directors would cause an amendment to the Company’s Certificate of Incorporation to be empowered to combinefiled with the common stock in a ratioSecretary of one share
for each outstanding fifteen shares of Common Stock.
We believe that the current market price of its common stock does not
reflect the Company's value and will have a negative effect on the marketabilityState of the existing shares, the percentageState of transaction
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costs paid by individual stockholdersDelaware and the potential ability of the Company
to raise capital or acquire businesses by issuing additional shares of its
common stock. The Company believes that the decrease in the number of shares
outstanding will make it more attractive to possible merger or acquisition
candidates and may enhance its ability to raise capital through the financial
markets.
The Board of Directors has adopted a resolution declaring the advisability
of the Reverse Stock Split, subject to stockholder approval, and authorizing any
other action it deems necessary to effect the Reverse Stock Split at any time
prior to the next annual meeting of shareholders.
If approved by the stockholders of the Company, the Reverse Stock Split
would become effective on any date selected byreverse stock split only if the Board of Directors however,determines thereafter that the Board of Directors reserves the right, even after stockholder approval, to
forego or postpone declaring such reverse stock split if such action is
determined not towould be in the best interests of the Company and its stockholders.
Ifstockholders at the Reverse Stock Split is not subsequently implemented by thetime. The Board of Directors within 90 days, stockholder authoritymay determine in its discretion a whole-number ratio in the range of 1 for 6 to 1 for 20 at which to effect the proposed Reverse Stock
Split will be deemed abandoned, without any further effect. In such case, thereverse stock split. The Board of Directors must again seek stockholder approval at a future date for a
share combination oralso may determine in its discretion not to effect any reverse stock split if it deems itand not to file the corresponding amendment to the Company’s Certificate of Incorporation. No further action on the part of stockholders will be advisable at that
time.
While management anticipatesrequired to either effect or abandon the reverse stock split.
There is no guarantee that the Reverse Stock Split will facilitateincrease the Company's access to capital, its ability to make acquisitionsshare price of our Common Stock.
Purpose of the Reverse Stock Split
The Board of Directors believes that it is in the best interests of the Company and its abilitystockholders to conduct other corporate activities, thereseek the requisite approvals to reduce the number of issued and outstanding shares of Common Stock through a reverse stock split. Immediately following the completion of a reverse stock split, the number of shares of Common Stock issued and outstanding would be reduced proportionately based on the reverse stock split ratio determined by the Board of Directors, which must be within the range approved by the Company’s stockholders.
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The Board of Directors believes that effecting a reverse stock split is likely to increase the market price for the Common Stock, as fewer shares will be outstanding. The Board of Directors believes that approval of several options for the ratio of the reverse stock split provides it with flexibility to achieve the purposes of the reverse stock split.
The Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares of Common Stock that would become available as a result of the reverse stock split.
Board Discretion to Effect the Reverse Stock Split
No further action on the part of stockholders will be required to either effect or abandon the reverse stock split. If this proposal is approved by stockholders and the Board of Directors determines to effect the reverse stock split, the Company would communicate to the public, prior to the effective time of the reverse stock split, additional details regarding the reverse stock split (including the final reverse stock split ratio, as determined by the Board of Directors). The Board of Directors reserves the right to elect not to proceed with the reverse stock split if it determines, in its discretion, that the reverse stock split is not in the best interests of the Company and its stockholders.
Certain Risks Associated with the Reverse Stock Split
There can be no assurance that following the reverse stock split the market price of the Common Stock will increase in proportion to the reduction in the number of shares of Common Stock issued and outstanding before the proposed Reverse Stock Splitreverse stock split. Other factors, such as the Company will be able to complete
anyCompany’s financial results, market conditions, and the market perception of these undertakings. Therethe Company’s business may adversely affect the market price of the Common Stock. As a result, there can be no assurance that the reverse stock split, if completed, will result in the intended benefits, including as described herein, that the market price of the commonCommon Stock will increase following the reverse stock immediately after the proposed Reverse Stock Split as it may
become adjusted, will be maintained for any period of time,split or that the market price of the commonCommon Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of the Common Stock after a reverse stock split will increase in proportion to the reduction in the number of shares of the Common Stock outstanding before the reverse stock split. Accordingly, the total market capitalization of the Company, based on the outstanding shares of Common Stock after the proposedreverse stock split, may be lower than the total market capitalization before the reverse stock split. Moreover, the number of authorized shares of Common Stock will not be proportionately reduced by the reverse stock split. This will allow for more shares to be available for issuance. Accordingly, the reverse stock split will have the effect of increasing the authorized, but unissued shares of Common Stock as a percentage of total authorized shares. Following the reverse stock split, if effected, the Board of Directors will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board of Directors deems appropriate.
Impact of the Proposed Reverse Stock Split If Effected
The reverse stock split would affect all of the Company’s stockholders uniformly and would not affect any stockholder’s ownership percentage or proportionate voting power (subject to the treatment of fractional shares). The other principal effects of the reverse stock split will exceed be that:
·
the current market price.number of issued and outstanding shares of Common Stock will be reduced proportionately based on the final reverse stock split ratio as determined by the Board of Directors;
·
the number of shares reserved for issuance, any maximum number of shares with respect to which equity awards may be granted to any participant and the number of shares and any exercise price subject to awards outstanding under the Company’s equity-based compensation plans will be adjusted proportionately based on the final reverse stock split ratio such that the number of shares reserved for issuance and the number of shares subject to such limits shall be reduced and any applicable exercise price shall be increased; and
·
the reverse stock split will likely increase the number of stockholders who own odd lots (less than 100 shares). Stockholders who hold odd lots may experience an increase in the cost of selling their shares and may have greater difficulty in executing sales.
Although the number of outstanding shares of Common Stock would decrease following the proposed reverse stock split, the Board of Directors does not intend for the reverse stock split to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934.
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No Fractional Shares
Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, resulting fractional shares will be rounded up to the next whole share.
Effect on Registered and Beneficial Stockholders
Upon the reverse stock split, we intend to treat stockholders holding shares of Common Stock in “street name” (that is, held through a brokerage firm, bank, broker-dealer, or other similar organization) in the same manner as registered stockholders whose shares of Common Stock are registered in their names. Brokerage firms, banks, broker-dealers, and other similar organizations will be instructed to effect the reverse stock split for their beneficial holders holding shares of Common Stock in “street name;” however, these organizations may apply their own specific procedures for processing the reverse stock split. If you hold your shares of Common Stock in “street name,” and if you have any questions in this regard, we encourage you to contact your nominee.
Effect on Registered “Book-Entry” Stockholders
The Company’s registered stockholders may hold some or all of their shares electronically in book-entry form. These stockholders will not have stock certificates evidencing their ownership of shares of Common Stock. They are, however, provided with a statement reflecting the number of shares of Common Stock registered in their accounts.
·
If you hold registered shares of Common Stock in book-entry form, you do not need to take any action to receive your post-reverse stock split shares of Common Stock in registered book-entry form.
·
If you are entitled to post-reverse stock split shares of Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the effective time of the reverse stock split indicating the number of shares of Common Stock you hold.
Effect on Registered Certificated Shares
Some registered stockholders hold their shares of Common Stock in certificate form or a combination of certificate and book-entry forms. If any of your shares of Common Stock are held in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective time of the reverse stock split. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-reverse stock split shares of Common Stock for a statement of holding. When you submit your certificate representing the pre-reverse stock split shares of Common Stock, your post-reverse stock split shares of Common Stock will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-reverse stock split shares of Common Stock you own in book-entry form. The Company will no longer issue physical stock certificates unless you make a specific request for a share certificate representing your post-reverse stock split ownership interest.
Beginning at the effective time 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.
Accounting Consequences
The par value per share of the Common Stock will remain unchanged after the reverse stock split. As a result, on the effective time of the reverse stock split, the stated capital on the Company’s balance sheet attributable to Common Stock will be reduced proportionately based on the final reverse stock split ratio determined by the Board of Directors, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. After the reverse stock split, net income or loss per share, and other per share amounts, will be increased because there will be fewer shares of Common Stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the reverse stock split would be recast to give retroactive effect to the reverse stock split.
As described above under “Impact of the Proposed Reverse Stock Split is approvedIf Effected,” the exercise price of options under the 2013 Plan will be proportionately adjusted based on the final reverse stock ratio. The Company does not anticipate that any other accounting consequences would arise as a result of the reverse stock split.
15
No Appraisal Rights
Stockholders will not have dissenters’ or appraisal rights under Delaware corporate law or under the Company’s Certificate of Incorporation in connection with the proposed reverse stock split.
Procedure for Effecting Reverse Stock Split
If the stockholders approve Proposal 4 and the Board of Directors electseffects the reverse stock split, the reverse stock split will become effective at such time as is specified in the amendment to effectthe Company’s Certificate of Incorporation, which is referred to as the effective time of the reverse stock split. Beginning at the effective time of the reverse stock split, each certificate representing pre-reverse stock split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares of Common Stock.
Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split then each outstanding share
The following discussion is a general summary of common stock ascertain United States of the effective date for the Reverse Stock Split (Effective Date"America (“U.S.”) will
immediately and automatically be changed, asfederal income tax consequences of that date into a number which
reflects the one share for fifteen share ratio chosen by the Board of Directors.
In addition, proportional adjustments will be made to the maximum number of
shares issuable under the Company's stock option plans, as well as the number of
shares issuable upon exercise and the exercise price of any of the Company's
outstanding options and warrants. No fractional shares of common stock will be
issued in connection with the Reverse Stock Split. Each fraction will be rounded
to the nearest whole number i.e. The fraction at or above one-half shall be the
next whole number and fractions below one-half shall be the preceding lower
whole number.
If the reverse stock split is approved by the stockholders and effected by
the Board of Directors, the Board of Directors will fix a record date for
determination of shares which willthat may be subjectrelevant to the Reverse Stock Split. As of
the date of this Proxy Statement, the Board of Directors had not fixed a record
date for the Reverse Stock Split.
Because the Reverse Stock Split if declared, will apply to all issued and
outstanding shares of common stock and outstanding rights to purchase common
stock or to convert other securities into common stock, the proposed Reverse
Stock Split will not alter the relative rights and preferences of existing
stockholders, However, since there will also have been an increase in the
authorized capitalization of common stock, future issuances will affect
percentage ownership of shares of existing shareholders unless such issuances
involve a stock awarded or stock split.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE ONE FOR FIFTEEN
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(1 for 15) REVERSE STOCK SPLIT
Shareholder Proposals:
Management plans to hold its next annual meeting of shareholders on or about
March 15, 2005, and all shareholder proposals intended to be presented at the
next annual meeting must be received by the Company by November 15, 2004 for
inclusion in the Company's next proxy statement. If the date of the next annual
meeting is subsequently advanced by more than 30 calendar days or delayed by
more than 90 calendar days from the date of the annual meeting to which the
proxy statement relates, the Company shall, in a timely manner, inform security
holders of such change, and the date by which proposals of security holders must
be received by any means reasonably calculated to inform them.
Financial Statements
The audited consolidated financial statements of Feminique and Management's
Discussion and Analysis or Plan of Operation are included in the Annual Report
also enclosed with this proxy statement.
FORM OF PROXY
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FEMINIQUE CORPORATION
(Printed Name) (Title)
Date
PROXY CARD
FEMINIQUE CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 20, 2004 THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Max Khan and/or Steven Lowe, and each of them,
Proxy with power of substitution each, for and in the name of the undersigned,
and hereby authorize each of them jointly and/or severally to represent and to
vote, all the shares of common stock of Feminique Corporation, a Delaware
corporation ("Company"), that the undersigned would be entitled to vote at the
Company's Annual Meeting of Stockholders ("Annual Meeting") on April 23, 2002
and at any adjournments thereof, upon the matters set forth in the Notice of
Annual Meeting, hereby revoking any Proxy heretofore given. The Proxies are
further authorized to vote in their discretion upon such other business as may
properly come before the Annual Meeting. This proxy will be voted as specified.
If no direction is made, this proxy will be voted in favor of all proposals.
THE BOARD RECOMMENDS A VOTE "FOR" EACH NOMINEE AND FOR PROPOSALS 2, 3, 4, 5, 6,
and 7.
Election of Directors (check one box only for each director)
PROPOSAL ONE - ELECTION OF DIRECTORS
FOR [ ] AGAINST [ ] MAX KHAN
FOR [ ] AGAINST [ ] GOBIND SAHNEY
FOR [ ] AGAINST [ ] STEVEN LOWE
INSTRUCTION- To withhold vote from any nominee, circle the name on the
above list
(Continued and to be singed and dated on reverse side)
(Back of Card)
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PROXY CARD
(Please sign and date below)
PROPOSAL TWO. To ratify the selection of BAGELL JOSEPHS & COMPANY as independent
auditors for the Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL THREE. To Amend the Certificate of Incorporation to increase the
authorized Shares of Common Stock from 75,000,000 shares to 325,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL FOUR. To Amendthat hold such stock as a capital asset for federal income tax purposes. This summary is based upon the Certificate of Incorporation to authorize issuance
of 10,000,000 shares of Blank Preferred Stock
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL FIVE. To Amend the Certificate of Incorporation to change the name of
the Company to RECEIVABLE ACQUISITION MANAGEMENT CORPORATION.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL SIX. To approve the 2004 Statutory and Non-Statutory Stock Option Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL SEVEN. To approve Management's Declaration of a Reverse Stock split
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Please Print Name) Date: __________, 2004
(Signature of Stockholder) (Title, if applicable) (Please Print Name)
(Signature of Stockholder) (Title, if applicable)
NOTE: PLEASE SIGN YOUR NAME OR NAMES EXACTLY AS SET FORTH HEREON. FOR JOINTLY
OWNED SHARES, EACH OWNER SHOULD SIGN. IF SIGNING AS ATTORNEY, EXECUTOR,
COMMITTEE, TRUSTEE OR GUARDIAN, PLEASE INDICATE THE CAPACITY IN WHICH YOU ARE
ACTING. PROXIES EXECUTED BY CORPORATIONS SHOULD BE SIGNED BY A DULY AUTHORIZED
OFFICER. PLEASE DATE AND SIGN THIS PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED
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FEMINIQUE CORPORATION 2004 STATUTORY AND NON-STATUTORY STOCK OPTION PLAN
SECTION 1
PURPOSES
Feminique Corporation (the "Company") desires to afford certain of its key
employees, officers, directors and consultants who are responsible for the
continued growth of the Company an opportunity to acquire a proprietary interest
in the Company, and thus to create in such individuals an increase in and
greater concern for the welfare of the Company and its subsidiary.
The Company, by means of this 2004 Statutory and Non-Statutory Stock Option Plan
(the "Plan"), seeks to retain the services of persons now holding key positions
and to secure the services of persons capable of filling such positions.
The stock options offered pursuant to the Plan are a matter of separate
inducement and are not in lieu of any salary or other compensation for the
services of any key employee or consultant.
The stock options granted under the Plan are intended to be either incentive
stock options within the meaning of Section 422provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative rulings and judicial decisions as of the date hereof, all of which may change, possibly with retroactive effect, resulting in U.S. federal income tax consequences that may differ from those discussed below. This discussion does not address all aspects of federal income taxation that may be relevant to such holders in light of their particular circumstances or optionsto holders that domay be subject to special tax rules, including, without limitation: (i) holders subject to the alternative minimum tax; (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (or other flow-through entities for U.S. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; (viii) U.S. Holders (as defined below) whose “functional currency” is not meet the requirementsU.S. dollar; (ix) persons holding Common Stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquire shares of Common Stock in connection with employment or other performance of services; and (xi) U.S. expatriates. In addition, this summary does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction and U.S. federal tax consequences other than federal income taxation. If a partnership (including any entity or arrangement treated as a partnership for incentive
stock options.
SECTION 2
DEFINITIONS.
As usedU.S. federal income tax purposes) holds shares of Common Stock, the tax treatment of a holder that is a partner in the Plan,partnership generally will depend upon the following terms shallstatus of the partner and the activities of the partnership.
We have not sought, and will not seek, an opinion of counsel or a ruling from the meaningsInternal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the reverse stock split, and there can be no assurance the IRS will not challenge the statements and conclusions set forth below:
(a) "Affiliate" shall mean (i)below or that a court would not sustain any such challenge. EACH HOLDER OF COMMON STOCK SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH HOLDER.
For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of Common Stock that for U.S. federal income tax purposes is: (1) an individual citizen or resident of the U.S.; (2) a corporation (including any entity that, directlytreated as a corporation for U.S. federal income tax purposes) created or indirectly throughorganized in or under the laws of the U.S., any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, the administration of which is subject to the primary supervision of a U.S. court and as to which one or more intermediaries,U.S. persons have the authority to control all substantial decisions of the trust, or that has a valid election in effect to be treated as a U.S. person. A “Non-U.S. Holder” is controlled bya beneficial owner (other than a partnership) of shares of Common Stock who is not a U.S. Holder.
U.S. Holders
A U.S. Holder generally should not recognize gain or loss upon such holder’s exchange of pre-split shares of Common Stock for post-split shares of Common Stock pursuant to the reverse stock split. A U.S. Holder’s aggregate tax basis in the shares of Common Stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of Common Stock surrendered, and such U.S. Holder’s holding period in the shares of Common Stock received should include the holding period in the shares of Common Stock surrendered.
16
Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of Common Stock surrendered to the shares of Common Stock received pursuant to the reverse stock split. Holders of shares of Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.
Non-U.S. Holders
Non-U.S. Holders who exchange shares of Common Stock pursuant to the reverse stock split generally should be subject to tax in the manner described above under “U.S. Holders.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE REVERSE STOCK SPLIT AND CORRESPONDING CHANGE TO THE CERTIFICATE OF INCORPORATION.
STOCKHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
PROPOSAL 5 - ADVISORY APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
We are asking our stockholders to vote, on an advisory basis, to approve the compensation of our named executive officers as disclosed in the Proxy Statement in accordance with the rules of the SEC and Section 14A of the Exchange Act. This proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. This vote is advisory and is therefore not binding on us or the Board. The Board values the opinions of our stockholders, and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and will evaluate what, if any, actions are necessary to address those concerns.
The Board believes that the compensation of our named executive officers is appropriate; it recommends that the stockholders approve the following advisory resolution:
RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the “Executive Compensation” section of the Proxy Statement pursuant to Item 402 of SEC Regulation S-K, the executive compensation tables, and related disclosures.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
PROPOSAL 6 - ADVISORY APPROVAL OF THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, the Company and (ii) any entity in
whichis asking shareholders to vote on whether they would prefer future advisory votes on executive compensation to occur every year, every two years or every three years. After careful consideration of the Company has a significant equity interest.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder.
(c) "Committee" shall meanfrequency alternatives, the Board of Directors believes that conducting an advisory vote on executive compensation every three years is appropriate for the Company and its shareholders at this time.
You may cast your vote on your preferred voting frequency by choosing one of the following options on the proxy card when you vote in response to the resolution set forth below: one year, two years, three years or abstain. The resolution is as follows:
RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast on this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve, on an advisory basis, the compensation of the Company's named executive officers set forth in the Summary Compensation Table in the Company's Proxy Statement.
Shareholders are not voting to approve or disapprove the Board's recommendation.
17
The Board will review and consider the vote when making future determinations as to the frequency of the advisory “say-on-pay” vote. However, because this advisory vote on frequency is nonbinding, the Company may decide that it is in its and its shareholders' best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE OPTION OF THREE YEARS AS TO THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own beneficially more than ten percent (10%) of our Common Stock, to file reports of ownership and changes of ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Section 16(a). Based solely on the reports we received and on written representations from reporting persons, we believe that, during fiscal year 2016, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements.
Related Party Transactions
From January 1, 2016 to the present, there was no transaction, or series of transactions, nor is there any currently proposed transaction, in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, or known beneficial holder of more than five percent of our outstanding Common Stock, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, that is required to be disclosed under applicable SEC rules. Related party transactions are subject to review and oversight by our full Board of Directors.
Future Proposals of Security Holders
Any proposal that a stockholder wishes to include in the proxy materials for our 2017 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received no later than September 2, 2017, assuming that the 2017 Annual Meeting of Stockholders is held within 30 days before or after the anniversary of the Annual Meeting, and must be submitted in compliance with the rule. If the 2017 Annual Meeting of Stockholders is held on a date that is more than 30 days before or after the anniversary of the Annual Meeting, then the deadline for submission is a reasonable time before the Company begins to print and send its proxy materials for that meeting. Proposals should be directed to Cornerstone Sustainable Energy, Inc., 60 E. 42nd Street, 46th Floor, New York, New York 10165, Attention: Corporate Secretary.
Any proposal or nomination for director that a stockholder wishes to propose for consideration at the 2017 Annual Meeting of Stockholders, but does not seek to include in our proxy statement under applicable SEC rules, must be submitted in accordance with Article II, Section 15 or 16 of our Bylaws, as applicable, and must be received at our principal executive offices no earlier than April 30, 2017 and no later than September 2, 2017. If the 2017 Annual Meeting of Stockholders is held on a date that is more than 25 days before or after the anniversary of the Annual Meeting, then the deadline for submission is the tenth day following the day on which the date of the 2017 Annual Meeting of Stockholders is publicly disclosed. Any such proposal must be an appropriate subject for stockholder action under applicable law and must otherwise comply with the requirements of our Bylaws.
Pursuant to SEC Rule 14a-4(c)(1), if our Corporate Secretary receives any stockholder proposal at the address listed above after April 30, 2017 that is intended to be presented at the 2017 Annual Meeting of Stockholders, the proxies designated by the Board will have discretionary authority to vote on such proposal.
18
Incorporation by Reference
Documents incorporated by reference into this Proxy Statement but not included herein will be provided upon written or oral request and by first class mail within one business day of receipt of such request. You may call us at (212) 796-4097, or send a written request to Cornerstone Sustainable Energy, Inc., 60 E. 42nd Street, 46th Floor, New York, New York 10165, attention: Corporate Secretary.
Householding of Materials
In some instances, only one copy of this Proxy Statement and the other proxy material is being delivered to multiple stockholders sharing an address, unless we have received instructions from one or more of the stockholders to continue to deliver multiple copies. We will deliver promptly, upon oral or written request, a separate copy of the applicable materials to a stockholder at a shared address to which a single copy was delivered. If you wish to receive a separate copy of this Proxy Statement and the other proxy materials, you may call us at (212) 796-4097, or send a written request to Cornerstone Sustainable Energy, Inc., 60 E. 42nd Street, 46th Floor, New York, New York 10165, attention: Corporate Secretary. If you have received only one copy of this Proxy Statement and the other proxy materials, and wish to receive a separate copy for each stockholder in the future, you may call us at the telephone number or write us at the address listed above. Alternatively, stockholders sharing an address who now receive multiple copies of this Proxy Statement and the other proxy materials may request delivery of a single copy, by contacting us as provided above.
Stockholder Communications
The Board of Directors welcomes communications from our stockholders and other interested parties. Stockholders and other interested parties may send communications to the Board of Directors, to any committee, to the independent directors, or to any director in particular, to: Cornerstone Sustainable Energy, Inc., 60 E. 42nd Street, 46th Floor, New York, New York 10165, attention: Corporate Secretary.
Other Business
The Board of Directors knows of no business to be brought before the Annual Meeting other than as set forth above. If other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their judgment.
By Order of the Board of Directors,
/s/ Thomas Telegades
Thomas Telegades
Chief Financial Officer & Chief Executive Officer
New York, New York
December 30, 2016
Appendix A
FORM OF
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Receivable Acquisition & Management Corporation resolutions were duly adopted setting forth a proposed amendment of the Company designatedCertificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article thereof numbered “First” so that, as amended, said Article shall be read as follows:
The name of the Corporation is “PwrCor, Inc.”
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this ___ day of January 2017.
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
By: _________________________________
Name: Thomas Telegades
Title: Chief Executive Officer
ANNUAL MEETING OF SHAREHOLDERS OF
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
January 20, 2017
.
Please sign, date and mail your proxy card in the
envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided
--------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2, 3, 4 AND 5
AND THREE YEARS FOR PROPOSAL 6.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
FOR | AGAINST | ABSTAIN | |||||
1. Election of Directors | 2. RATIFICATION OF APPOINTMENT OF PKF O’CONNOR DAVIES LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. | [ ] | [ ] | [ ] | |||
NOMINEES: | 3. APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY’S NAME | [ ] | [ ] | [ ] | |||
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ] OR ALL EXCEPT (See instructions below) | [ ] Thomas Telegades - director [ ] Peter Fazio - director [ ] James Valentino - director [ ] Wallace Baker - director [ ] Monir Hoque - director | ||||||
4. APPROVAL OF REVERSE STOCK SPLIT AND CORRESPONDING AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION | [ ] | [ ] | [ ] | ||||
5. ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION | [ ] | [ ] | [ ] | ||||
6. THE APPROVAL OF THE FREQUENCY OF AN ADVISORY SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | 1 YEAR [ ] | 2 YEARS [ ] | 3 YEARS [ ] | ABSTAIN [ ] | |||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposals 2, 3, 4 and 5 and THREE YEARS in Proposal 6. | ||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | [ ] | MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING | [ ] | |
Signature of Shareholder: ___________ Date______ | Signature of Shareholder: _________ Date______ |
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION
Proxy for Annual Meeting of Shareholders on January 20, 2017
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Thomas Telegades, with full power of substitution and power to administeract alone, as proxies to vote all the Plan, which shall consist of not less than two (2)
"Non-Employee Directors," as such term is defined in Rule l6b-3 (b) (3) (i)
promulgated under the Securities Exchange Act of 1934, as amended, each having
the requisite qualifications thereunder to satisfy the requirements of Rule 16b-
3.
(d) "Company shall mean FEMINIQUE CORPORATION", a Delaware corporation.
(e) "Eligible Person" shall mean any employee, officer, director or consultant
providing services to the Company or any Affiliate who the Committee determines
to be an Eligible Person. A director of the Company who is not also an employee
of the Company or an Affiliate shall be an Eligible Person for so long as he
continues his relationship as a director.
(f) "Fair Market Value" shall mean the closing "bid" price of the Company's
Shares on the date in question as quoted on the Electronic Bulletin Board of the
National Association of Securities Dealers or its Automated Quotation System
("NASDAQ") or on any successor national stock exchange on which the Common Stock
is then traded, provided, however, that if on the date in question there is no
reported or public market for the Company's Shares and they are neither quoted
on "NASDAQ" nor traded on a national securities exchange, then the Committee
shall, in its sole discretion and best judgment, determine the Fair Market
Value.
(g) "Family Member" shall mean a mother, father, sister, brother, son, daughter,
grandson or granddaughter.
(h)"Incentive Stock Option" shall mean an option granted under the Plan that is
intended to meet the requirements of Section 422 of the Code or any successor
provision.
(i) "Non-Qualified Stock Option" shall mean an option granted under the Plan
that is not intended to be an Incentive Stock Option.
(j) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
(k) "Option Agreement" shall mean any written agreement, contract or document
evidencing any Option granted under the Plan.
(l) "Participant" shall mean an Eligible Person designated to be granted an
Option under the Plan.
(m) "Person" shall mean any individual, corporation, partnership, association,
limited liability company, association or trust.
(n) "Plan" shall mean this 2004 Statutory and Non Statutory Stock Option Plan,
as amended from time to time.
(o) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.
(p) "Shares" shall mean shares of Common Stock $.001 par value,which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of Receivable Acquisition & Management Corporation, to be held on January 20, 2017 at the Company.
(q) "Vestinglaw offices of Options" shall mean the determination when an option is deemed
owned by the option holder from the time of grant until the termination date of
the option. Once vested, the option (or part that is vested) shall not be
capable of divestment from the owner, even if the employee (or consultant)
terminates his relationship to the Company - except in the case of an employeeDavidoff Hutcher & Citron LLP 605 Third Avenue, 34th floor, New York, New York 10158, and at any adjournments or consultant terminated for cause (as defined under the plan).
SECTION 3
ADMINISTRATION.
(a) Power and Authority of the Committee. The Plan shall be administered
by the Board of Directors, or, pursuant to resolution of the Board of Directors,
a committee consisting of at least two disinterested non-employee directors,
(the "Committee"). Subject to the express provisions of the Planpostponements thereof, as follows:
(Continued and to applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the types of Options (e.g., whether
Incentive Stock Options or Non-Qualified Stock Options) to be granted to each
Participant under the Plan; (iii) determine the number of Shares to be covered
by each Option; (iv) determine the terms and conditions of any Option Agreement;
(v) amend the terms and conditions of any Option Agreement and accelerate the
exercisability of Options covered thereunder; (vi) determine whether, to what
extent and under what circumstances Options may be exercised in cash, Shares or
other property, or canceled, forfeited or suspended; (vii) determine whether, to
what extent and under what circumstances Options shall be deferred either
automatically or at the election of the holder thereof or the Committee; (viii)
interpret and administer the Plan and any instrument or Option Agreement
relating to, or Option granted under the Plan; (ix) establish, amend, suspend or
waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan; and (x)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Option shall be within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive and binding upon any Participant, any holder
or beneficiary of any Option granted under the Plan and any employee of the
Company or any Affiliate.
SECTION 4
AVAILABLE SHARES SUBJECT TO OPTION
----------------------------------
a) Shares Available. The total number of Shares for which Options may be granted
pursuant to the Plan shall be 37,500,000 Shares of the Common Stock in the
aggregate, subject to adjustment as provided in Section 4(c). If any Shares
covered by an Option or to which an Option relates are not purchased or are
forfeited, or if an Option otherwise expires, then the number of Shares counted
against the aggregate number of Shares available under the Plan with respect to
such Option, to the extent of any such forfeiture or termination, shall again be
available for Options under the Plan.
(b) Accounting for Shares Covered by an Option. For purposes of this Section 4,
the number of Shares covered by an Option shall be countedsigned on the date of grant
of such Option against the aggregate number of Shares available for granting
Options under the Plan.
(c) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar corporation transaction or event affects the Shares subject to
Option grants under the Plan such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number of Shares which may thereafter be made the subject of
Options; (ii) the number of Shares subject to outstanding Option awards; (iii)
the purchase or exercise price with respect to any Option, provided, however,
that the number of Shares covered by an Option or to which such Option relates
shall always be a whole number.
(d) Incentive Stock Options. Notwithstanding the foregoing, the number of Shares
available for granting Incentive Stock Options under the Plan shall not exceed
37,500,000, subject to adjustment as provided in the Plan and Section 422 or 424
of the Code or any successor provisions.
SECTION 5
ELIGIBILITY
Any Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Option and the terms of any
Option, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full or part-time employees (which term as
used herein includes, without limitation, officers and directors) and
consultants; and an Incentive Stock Option shall not be granted to an employee
of an Affiliate unless such Affiliate is also a "subsidiary corporation" of the
Company within the meaning of Section 424(f) of the Code or any successor
provision.
SECTION 6
OPTION AWARDS.
The Committee is hereby authorized to grant Options to Participants with the
following terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall determine:
(i) Exercise Price. The purchase price per Share purchasable under an Option
shall be determined by the Committee, provided, however, that such purchase
price shall not be less than 100% of the Fair Market Value of a Share on the
date of grant of such Option, provided further, however, that in the case of an
Incentive Stock Option granted to a Participant who, at the time such Option is
granted, owns Shares of the Company or shares of any subsidiary corporation or
parent corporation of the Company which possesses more than ten percent (10%side.) of
the total combined voting power of all classes of shares of the Company or of
any subsidiary corporation or parent corporation of the Company (hereinafter, a
"10% Shareholder"), the purchase price for each Share shall be such amount as
the Committee in its best judgment shall determine to be not less than one
hundred ten percent (110%) of the Fair Market Value per Share at the date the
Incentive Stock Option is granted. In determining stock ownership of a
Participant for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by Participant and believed by it to be true.
(ii) Option Term. The term of each Option shall be fixed by the Committee which
in any event shall not exceed a term (10) years from the date of the grant,
provided, however, that the term of any Incentive Stock Option granted to any
10% Shareholder shall not be exercisable after the expiration of five (5) years
from the date such Incentive Stock option was granted.
(iii) Maximum Grant of Incentive Stock Options. The aggregate Fair Market Value
(determined on the date the Incentive Stock Option is granted) of Shares subject
to an Incentive Stock Option (when first exercisable) granted to a Participant
by the Committee in any calendar year shall not exceed $100,000.
(iv) Time and Method of Exercise. Subject to the provisions of the Plan, the
Committee shall determine the time or times at which an Option may be exercised
in whole or in part and the method or methods by which, and the form or forms
(including, without limitation, cash, Shares, promissory notes, other
securities, other property, cancellation of credit or amounts due optionee from
Company, or any combination thereof, having a Fair Market Value on the exercise
date equal to the relevant exercise price) in which, payment of the exercise
price with respect thereto may be made or deemed to have been made.
(v) Vesting of Options. Options granted to participants under the Plan shall
reflect that the Options are vested either immediately on grant or shall vest
over time, in the discretion of the Committee.
(a) All Options under the Plan shall be required to be vested prior to exercise
and if the entire option is not fully vested at the time of exercise, only that
portion of the option that is vested shall be exercisable.
(vi) Limits on Transfer of Options. No Option shall be transferable by a
Participant except to family members or otherwise than by will or by the laws of
descent and distribution; provided, however, that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant and receive any Shares purchased with respect to any Option upon the
death of the Participant. Each Option shall be exercisable during the
Participant's lifetime only by the Participant or, if permissible under
applicable law, by the Participant's guardian or legal representative. No Option
or Shares underlying any Option shall be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company or any
Affiliate.
(vii) Restrictions: Securities Exchange Listing. All certificates for Shares
delivered upon the exercise of Options under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to
be placed on such certificates to make appropriate reference to such
restrictions. If the Shares or other securities are traded on a national
securities exchange, the Company shall not be required to deliver any Shares
covered by an Option unless and until such Shares have been admitted for trading
on such securities exchange.
(viii) Termination of Employment or relationship.
(A) Upon termination of the employment, or relationship or consultancy, as the
case may be, of any Participant, any non-vested Option previously granted to the
Participant, unless otherwise specified by the Committee in the Option, shall,
to the extent not theretofore exercised, terminate and become null and void,
provided that:
(a) If the Participant shall die while in the employ of the Company or during a
period after termination of employment as specified in clause (b) below and at a
time when such Participant was entitled to exercise an Option as herein
provided, the legal representative of such Participant, or such Person who
acquired such Option by bequest or inheritance or by reason of the death of the
Participant, may, not later than one (1) year from the date of death, exercise
any non-vested Option which was not theretofore exercise in respect of any or
all of such number of Shares as specified by the Committee in such Option; and
(b)With respect to Participants who are employees, if the employment of any
employee to whom such Option shall have been granted shall terminate by reason
of the Employee's retirement (at such age or upon such conditions as shall be
specified by the Board of Directors), disability (as described in Section 22(e)
(3) of the Code) or dismissal by the employer other than for cause (as defined
below), and while such employee Participants entitled to exercise such option as
herein provided, such employee Participant shall have the right to exercise any
non-vested Option held by him (or her), to the extent not theretofore exercised,
in respect of any or all of such number of Shares as specified by the Committee
in such Option, at any time up to and including twelve (12) months after the
date of such termination of employment. In the event death occurs during the 12
month period after termination for any reason other than for cause, the time for
such optionee's representative to exercise such option shall extend to one (1)
year from date of death of the optionee.
(B) If a Participant voluntarily terminates his or her employment or
consultancy, as the case may be, any non-vested Option granted hereunder shall,
unless otherwise specified by the Committee in the Option, forthwith terminate
with respect to any unexercised portion thereof.
(C) If a Participant is terminated for cause as hereinafter defined, all vested
and non-vested options shall terminate immediately unless otherwise specified by
the committee in the Option or at time of termination.
(D) If an Option granted hereunder shall be exercised by the legal
representative of a deceased or disabled Participant, or by a person who
acquired an Option granted hereunder by bequest or inheritance or by reason of
death of any such person, written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the right of
such legal representative or other person to exercise such Option.
(E) For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to a Participant who is a party to a written employment or consultancy
agreement with the Company, as the case may be, which contains a definition of
"for cause" or "cause" (or words of like import) for purposes of termination of
employment or consultancy thereunder by the Company, "for cause" or "cause" as
defined in the most recent of such agreements, or (ii) in all other cases, as
determined by the Committee, in its sole discretion, that one or more of the
following has occurred: (W) any failure by a Participant to substantially
perform his or her employment or consultancy duties, as the case may be, which
shall not have been corrected within thirty (30) days following written notice
thereof, (X) any engaging by such Participant in misconduct or, in the case of
an officer Participant, any failure or refusal by such officer Participant to
follow the directions of the Company's Board of Directors or Chief Executive
Officer of the Company which, in either case, is injurious to the Company or any
Affiliate, (Y) any breach by a Participant of any covenant contained in the
instrument pursuant to which an Option is granted, or (Z) such Participant's
conviction of or entry of a plea of nolo contendre in respect of any felony, or
of a misdemeanor which results in or is reasonably expected to result in
economic or reputational injury to the Company or any of its Affiliates.
SECTION 7
AMENDMENT AND TERMINATION: ADJUSTMENTS.
Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Option Agreement or in the Plan:
(a) Amendments to the Plan. The Board of Directors of the Company may amend,
alter, suspend, discontinue or terminate the Plan; provided, however, that,
notwithstanding any other provision of the Plan or any Option Agreement, without
the approval of the stockholders of the Company, no such amendment, alteration,
suspension, discontinuation or termination shall be made that, absent such
approval:
(i) would cause Rule 16b-3 to become unavailable with respect to the Plan;
(ii) would violate the rules or regulations of any national securities exchange
on which the Shares of the Company are traded or the rules or regulations of the
National Association of Securities Dealers, Inc. that are applicable to the
Company; or
(iii) would cause the Company to be unable, under the Code, to grant Incentive
Stock Options under the Plan.
(b) Amendments to Option Grants. The Committee may waive any conditions or
rights of the Company under any outstanding Option grant, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Option grant, prospectively or retroactively, without
the consent of the Participant or holder or beneficiary thereof, except as
otherwise herein provided.
(c) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Option in the manner and to the extent it shall deem desirable to
carry the Plan into effect.
SECTION 8
INCOME TAX WITHHOLDING: TAX BONUSES.
(a) Withholding. In order to comply with all applicable federal or state income
tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist
a Participant in paying all or a portion of the federal and state taxes to be
withheld or collected upon exercise of any Option, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise of any Option with a Fair Market Value equal to the amount of such
taxes or (ii) delivering to the Company Shares other than the Shares issuable
upon exercise of the applicable Option with a Fair Market Value equal to the
amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.
(b) Tax Bonuses. The Committee, in its discretion, shall have the authority, at
the time of grant of any Option under this Plan or at any time thereafter, to
approve cash bonuses to designated Participants to be paid upon their exercise
in order to provide funds to pay all or a portion of federal and sate taxes due
as a result of such exercise. The Committee shall have lull authority in its
discretion to determine the amount of any such tax bonus.
SECTION 9
GENERAL PROVISIONS.
(a) No Rights to Option Grants. No Eligible Person, Participant or other Person
shall have any claim to be granted an Option under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Options granted under the Plan. The terms and
conditions of Options need not be the same with respect to any Participant or
with respect to different Participants.
(b) Option Agreements. No Participant will have rights under an Option granted
to such Participant unless and until an Option Agreement shall have been duly
executed on behalf of the Company. Each Option Agreement shall set forth the
terms and conditions of any Option granted to a Participant consistent with the
provisions of this Plan.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other or additional compensation arrangements, and such arrangements may be
either generally applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Option shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate, nor will it affect in anyway the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement.
(e) Governing Law. The validity, construction and effect of the Plan or any
Option granted hereunder, and any rules and regulations relating to the Plan or
any Option granted hereunder, shall be determined in accordance with the laws of
the State of Delaware except to the extent preempted by Federal law.
(1) Severability. If any provision of the Plan or any Option is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Plan or any Option under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option, and the remainder of the Plan or any Option shall remain in full
force and effect.
(g) Section Headings. The section headings included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.
SECTION 10
EFFECTIVE DATE OF THE PLAN.
---------------------------
The Plan shall be effective on March 1, 2004 (the "Plan Effective Date"),
subject to approval by the Company's stockholders within one (1) year
thereafter.
SECTION 11
TERM OF THE PLAN.
Unless the Plan shall have been discontinued or terminated as provided in
Section 7(a), the Plan shall terminate on
February 28, 2014. No Option shall be granted after the termination of the Plan.
However, unless otherwise expressly provided in the Plan or in an applicable
Option Agreement, any Option theretofore granted may extend beyond the
termination of the Plan, and the authority of the Committee provided for
hereunder with respect to the Plan and any Option grants, and the authority of
the Board of Directors of the Company to amend the Plan, shall extend beyond the
termination of the Plan.
IN WITNESS WHEREOF, this Plan has been executed at New York, N.Y.
As of this 1st day of March, 2004.
FEMINIQUE CORPORATION
By /s/ Max Khan
Max Khan, President and Chief Executive Officer
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FEMINIQUE CORPORATION
A DELAWARE CORPORATION
FORM OF STOCK OPTION
Name of Optionee
Date Option Granted
Address
No. ________
This option ("Option") is made as of the date set forth above by Feminique
Corporation, a Delaware corporation (hereinafter the "Company"), and the
Optionee named above (hereinafter "Optionee"). The option granted hereby is
granted pursuant to the Feminique Corporation 2004 Statutory and Non-Statutory
Stock Option Plan dated ________, 2004 (the "Plan").
1.Grant of Option. Pursuant to and subject to the terms and conditions of
the Plan, the Company grants to the Optionee the right and option (the "Option")
to purchase at $.__ per share on the terms and conditions hereinafter set forth
all or any part of an aggregate of ________ shares (the "Shares") of the
currently authorized and unissued Common Stock, par value $.OO1 per share.
Subject to the terms of the Plan, the Option shall be exercisable, in whole or
in part, during the period commencing with the date on which it is granted and
ending on ________ , 20___.
Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.
2.Vesting of Option. The option granted hereby shall vest (immediately or
over time to be specified).
3. Exercisability of Option. All options granted under the plan shall be
exercisable during the term of the option provided the option is fully vested or
the Optionee is employed by the Company at the time of exercise. In the event
the option is not fully vested or the Optionee is no longer an employee of the
Company at the time of exercise, then the provisions of paragraph 5 shall apply.
4. Method of Exercise. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the option is being exercised, together with payment in full, (a) in cash or
certified check; (b) or acknowledgement of cancellation of the Company's
indebtedness to the Optionee for services or otherwise; or (c) any combination
of the foregoing. If requested by the Board of Directors, prior to the delivery
of any Shares, the Optionee shall supply the Board of Directors with a
representation that the Shares are not being acquired with a view to unlawful
distribution and will be sold or otherwise disposed of only in accordance with
applicable federal and state statutes, rules and regulations.
As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.
5. Termination of Option. The Option shall terminate and expire immediately
as to the total number of remaining unexercised option shares at the expiration
date of the option. In addition, the option shall automatically terminate upon
the earlier of the following:
(i)Immediately upon termination of the Optionee's employment with the Company
for cause (as defined under the Plan) regardless of whether the option is vested
or non-vested;
(ii) If the option is not vested, at the expiration of twelve (12) months after
of termination of the Optionee's employment by the Company for any other reason,
as such term is defined under the Plan; provided, that if the Optionee dies
within such twelve-month period, subclause (iii) below shall apply; or
(iii) At the expiration of twelve (12) months after the date of death of the
Optionee, if the Option is not vested.
(iv) On the effective date of voluntary termination with the Company by the
Participant if the Option is not vested at the time of termination.
(v) Except for termination for cause, all vested options, as defined in the
Plan, shall expire upon the expiration date set forth in Paragraph 1 hereof.
6. Adjustments. If there is any change in the capitalization of the Company
affecting in any manner the number or kind of outstanding shares of Common Stock
of the Company, whether by stock dividend, stock split, reclassification or
recapitalization of such stock, or because the Company has merged or
consolidated with one or more other corporations (and provided the Option does
not thereby terminate pursuant to Section 5 hereof), then the number and kind of
shares then subject to the Option and the price to be paid therefore shall be
appropriately adjusted by the Board of Directors; provided, however, that in no
event shall any such adjustment result in the Company's being required to sell
or issue any fractional shares. Any such adjustment shall be made without change
in the aggregate purchase price applicable to the unexercised portion of the
option, but with an appropriate adjustment to the price of each Share or other
unit of security covered by this Option.
7. Cessation of Corporate Existence. Notwithstanding any other provision of
this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the option granted hereunder shall terminate; provided, however, that:
(i) each option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or
consolidation or sale of assets in which the Company is not the surviving
corporation or sale of stock, become fully exercisable; or (ii) in its sole and
absolute discretion, the surviving corporation may, but shall not be so
obligated to, tender to any Optionee, an option to purchase shares of the
surviving corporation, and such new option or options shall contain such terms
and provisions as shall be required substantially to preserve the rights and
benefits of this option.
8. Non-Transferability. The Option is not assignable or transferable by the
Optionee, either voluntarily or by operation of law, otherwise than by will or
by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this option.
9. No Stockholder Rights. The Optionee or other person entitled to exercise
this option shall have no rights or privileges as a stockholder with respect to
any Shares subject hereto until the Optionee or such person has become the
holder of record of such Shares, and no adjustment (except such adjustment as
may be effected pursuant to the provisions of Section 4 hereof) shall be made
for dividends or distributions of rights in respect of such Shares if the record
date is prior to the date on which the Optionee or such person becomes the
holder of record.
Executed by the Company as of this _____ day of _______________, 2004.
Feminique Corporation
A Delaware corporation
By:___________________________
Date
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