<pre>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| X | Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a?12
CONECTISYS CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than 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:
______________________________________________________________
| | Fees 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:__________________________________________________
CONECTISYS CORPORATION
24730 Avenue Tibbitts, Suite 130
Valencia, California 91355
July 7, 2004
To Our Shareholders:
You are cordially invited to attend the 2004 annual meeting of
shareholders of ConectiSys Corporation that will be held at 10:00 a.m., local
time, on July 29, 2004 at the Valencia Hyatt, the Newhall Room, 24500 Town
Center Drive, Valencia, California 91355. All holders of our outstanding
common stock as of the close of business on June 25, 2004 are entitled to vote
at the 2004 annual meeting.
Enclosed is a copy of the notice of annual meeting of shareholders, a
proxy statement and a proxy card. Also is enclosed is a copy of our 2003
annual report to shareholders. A current report on the business operations of
ConectiSys will be presented at the meeting, and shareholders will have an
opportunity to ask questions.
We hope you will be able to attend the 2004 annual meeting. Whether or
not you expect to attend, it is important that you complete, sign, date and
return the proxy card in the enclosed envelope in order to make certain that
your shares will be represented at the 2004 annual meeting.
Sincerely,
/s/ Robert A. Spigno
Robert A. Spigno,
Chairman of the Board and
Chief Executive Officer
CONECTISYS CORPORATION
24730 Avenue Tibbitts, Suite 130
Valencia, California 91355
NOTICE OF 2004 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 29, 2004
__________________________
NOTICE IS HEREBY GIVEN that the 2004 annual meeting of shareholders of
ConectiSys Corporation, a Colorado corporation, will be held at 10:00 a.m.,
local time, on July 29, 2004 at the Valencia Hyatt, the Newhall Room, 24500
Town Center Drive, Valencia, California 91355, for the following purposes:
1. To elect three directors to the board of directors;
2. To consider and vote upon a proposal to approve an amendment
to our Articles of Incorporation to increase our authorized
shares of common stock from 1,000,000,000 shares to
7,500,000,000 shares;
3. To ratify the selection of Hurley & Company as our independent
certified public accountants to audit the financial statements
of ConectiSys for the year ending September 30, 2004; and
4. To transact such other business as may properly come before
the 2004 annual meeting or any adjournment or adjournments
thereof.
The board of directors has fixed the close of business on June 25,
2004 as the record date for the determination of shareholders entitled to
notice of and to vote at the 2004 annual meeting and all adjourned meetings
thereof.
By Order of the Board of Directors
/s/ Robert A. Spigno
Robert A. Spigno,
Chairman of the Board and Chief Executive
Officer
Dated: July 7, 2004
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN
ENVELOPE FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR
PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED
PROXY STATEMENT.
CONECTISYS CORPORATION
24730 Avenue Tibbitts, Suite 130
Valencia, California 91355
PROXY STATEMENT
_____________________
2004 ANNUAL MEETING OF SHAREHOLDERS
JULY 29, 2004
______________________
THESE PROXY MATERIALS ARE FIRST BEING MAILED TO
SHAREHOLDERS ON OR ABOUT JULY 7, 2004
_____________________
VOTING AND PROXY
This proxy statement is being furnished in connection with the
solicitation of proxies by our board of directors for use at the 2004 annual
meeting of shareholders to be held at 10:00 a.m., local time, on July 29, 2004
at the Valencia Hyatt, the Newhall Room, 24500 Town Center Drive, Valencia,
California 91355 and at any adjournments of the 2004 annual meeting. When a
proxy is properly executed and returned, the shares it represents will be
voted according to directions noted on the proxy. If no specification is
indicated, the shares will be voted "for" each of the proposals listed on the
proxy. Any shareholder giving a proxy has the power to revoke it at any time
before it is voted by providing written notice to our corporate Secretary, by
issuance of a subsequent proxy, or by voting in person at the 2004 annual
meeting.
At the close of business on June 25, 2004, the record date for
determining shareholders entitled to notice of and to vote at the 2004 annual
meeting, we had issued and outstanding 986,190,156 shares of common stock.
Only shareholders of record at the close of business on the record date are
entitled to notice of and to vote at the 2004 annual meeting or at any
adjournments of the meeting.
Each share of common stock entitles the holder of record to one vote
on any matter coming before the 2004 annual meeting. In voting for directors,
however, shares may be voted cumulatively for persons whose names have been
placed in nomination prior to the voting for the election of directors, but
only if a shareholder present at the 2004 annual meeting gives notice at the
2004 annual meeting, prior to the voting for the election of directors, of his
or her intention to vote cumulatively. Notice of intention to vote
cumulatively may not be given by simply marking and returning a proxy.
If any shareholder gives proper notice of his or her intention to vote
cumulatively, then each shareholder eligible to vote will be entitled to
cumulate his or her votes and to give any one or more of the nominees whose
names have been placed in nomination prior to the voting a number of votes
equal to the total number of directors to be elected multiplied by the number
of shares that the shareholder is entitled to vote. In addition, the person or
persons holding the proxies solicited by our board of directors will exercise
their cumulative voting rights, at their discretion, to vote the shares they
hold in such a way as to ensure the election of as many of the nominees of the
board of directors as they deem possible. This discretion and authority of the
proxy holders may be withheld by checking the box on the proxy card marked
"withhold authority to vote for all nominees." However, such an instruction
will also deny the proxy holders the authority to vote for any or all of the
nominees of the board of directors, even if cumulative voting is not called
for at the 2004 annual meeting.
<page>1
A shareholder may choose to withhold from the proxy holders the
authority to vote for any of the individual candidates nominated by our board
of directors by marking the appropriate box on the proxy card and striking out
the names of the disfavored candidates as they appear on the proxy card. In
that event, the proxy holders will not cast any of the shareholder's votes for
candidates whose names have been crossed out, whether or not cumulative voting
is called for at the 2004 annual meeting. However, the proxy holders will
retain the authority to vote for the candidates nominated by the board of
directors whose names have not been struck out and for any candidates who may
be properly nominated at the 2004 annual meeting. If a shareholder wishes to
specify the manner in which his or her votes are allocated in the event of
cumulative voting, he or she must appear and vote in person at the 2004 annual
meeting. Ballots will be available at the 2004 annual meeting for shareholders
who desire to vote in person.
Under Colorado law and our Bylaws, a majority of the shares entitled
to vote, represented in person or by proxy, will constitute a quorum at a
meeting of shareholders. Generally, if a quorum is present, then the
affirmative vote of a majority of the shares represented and voting on any
matter other than the election of directors will constitute the act of the
shareholders, so long as the number of shares voting in favor of any proposal
equals at least a majority of the quorum. Although abstentions and "broker
non-votes" are not counted either "for" or "against" any proposals, if the
number of abstentions or "broker non-votes" results in the votes "for" a
proposal not equaling at least a majority of the quorum required for the
meeting, the proposal will not be approved. This will be the case even though
the number of votes "for" the proposal exceeds the number of votes "against"
the proposal.
In any election of directors, the candidates receiving the highest
number of affirmative votes of the shares entitled to be voted for them, up to
the number of directors to be elected by such shares, are elected. Votes
against a candidate and votes withheld have no legal effect.
We will pay the expenses of soliciting proxies for the 2004 annual
meeting, including the cost of preparing, assembling and mailing the proxy
solicitation materials. Proxies may be solicited personally, by mail or by
telephone, or by our directors, officers and regular employees who will not be
additionally compensated. We have no present plans to hire special employees
or paid solicitors to assist in obtaining proxies, but we reserve the option
to do so if it appears that a quorum otherwise might not be obtained. The
matters to be considered and acted upon at the 2004 annual meeting are
referred to in the preceding notice and are discussed below more fully.
ELECTION OF DIRECTORS
(Proposal 1)
Our Bylaws provide for a range of three to seven directors and our
board of directors has fixed the number of directors at three. Directors are
elected annually and hold office until the next annual meeting of
shareholders, until their respective successors are elected and qualified or
until their earlier death, resignation or removal. It is intended that the
proxies solicited by our board of directors will be voted "for" election of
the following three nominees unless a contrary instruction is made on the
proxy: Robert A. Spigno, Lawrence Muirhead and Melissa McGough. If, for any
reason, one or more of the nominees is unavailable as a candidate for
director, an event that is not anticipated, the person named in the proxy will
vote for another candidate or candidates nominated by our board of directors.
However, under no circumstances may a proxy be voted in favor of a greater
number of persons than the number of nominees named above. As described above,
the candidates receiving the highest number of affirmative votes of the shares
entitled to be voted for them, up to the number of directors to be elected by
such shares, are elected. All of the nominees for director are, at present,
directors of ConectiSys and have been nominated by the full board of directors
of ConectiSys.
<page>2
The current directors and executive officers of ConectiSys, and the
director nominees, and their ages, positions, business experience and
education are as follows:
Name Age Position
---- --- --------
Robert A. Spigno(1)(2) 50 Chairman of the Board, Chief Executive
Officer and Director
Lawrence Muirhead (1)(2) 44 Chief Technology Officer and Director
Patricia A. Spigno 46 Chief Financial Officer, Treasurer and
Secretary
Melissa McGough (1) 27 Corporate Administrator and Director
_______________
(1) Member of Stock Option Committee.
(2) Member of the Nominating Committee.
All directors hold office until the next annual meeting of
shareholders and until their respective successors are elected or until their
earlier death, resignation or removal. Each officer of ConectiSys serves at
the discretion of the board of directors. Robert A. Spigno and Patricia A.
Spigno were formerly husband and wife. There are no other family relationships
between or among any other directors, director nominees or executive officers
of ConectiSys.
Directors and Director Nominees
Robert A. Spigno has served as our Chief Executive Officer, Chairman
of the Board and as a member of our board of directors since August 1995.
Prior to that time, Mr. Spigno was President, for more than a decade, of S.W.
Carver Corp., a company founded by him and his former wife, Patricia A.
Spigno, that was a commercial builder of residential homes. Mr. Spigno has
over 25 years of experience in executive management and majority ownership of
several privately held companies.
Lawrence Muirhead has served as our Chief Technical Officer and as a
member of our board of directors since October 1997. Prior to that time, Mr.
Muirhead worked for TRW. Mr. Muirhead has over 18 years of engineering and
research and development experience in the aerospace industry, including over
13 years of experience with TRW, where helped lead new product development and
deployment. Mr. Muirhead holds a B.S. degree in physics and a B.A. degree in
mathematics from the University of California, Santa Barbara, and holds an
M.S. degree in physics from the California Institute of Technology.
Melissa McGough has served as a member of our board of directors since
November 1999. Ms. McGough has also been an employee since December 1998 and
whose current responsibilities include public relations and management of our
daily office activities. Prior to that time, Ms McGough was a student.
Executive Officer
Patricia A. Spigno has served as our Chief Financial Officer and
Secretary since August 1995 and as a member of our board of directors from
August 1995 until October 1997. Prior to that time, Ms. Spigno was Chief
Financial Officer and the head of administration of S.W. Carver Corp., a
company founded by her and her former husband, Robert A. Spigno. Ms. Spigno
has over 22 years of experience in accounting and asset management.
<page>3
Corporate Governance
Our board of directors has adopted a Code of Ethics and a Code of
Ethics for our Chief Executive Officer and Senior Financial Officers that
applies to all of our employees, directors and officers, including our Chief
Executive Officer, Chief Financial Officer, principal accounting officer or
controller, and other senior financial officers. The Code of Ethics, as
applied to our principal financial officers, constitutes our "code of ethics"
within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and would
also constitute our "code of conduct" within the meaning of the listing
standards of Nasdaq. You may view the Codes of Ethics on our website at
http://www.conectisys.com/corporate_governance.htm or request copies, which
will be provided free of charge upon written request to Investor Relations,
ConectiSys Corporation, 24730 Avenue Tibbitts, Suite 130, Valencia, California
91355. We intend to disclose future amendments to certain provisions of our
Codes of Ethics, and any waivers of provisions of the Codes of Ethics required
to be disclosed under the rules of the Securities and Exchange Commission at
the same location on our website.
Our board of directors intends to make an annual determination as to
the independence of each member of our board of directors under the current
standards for "independence" established by the Securities and Exchange
Commission and Nasdaq. However, currently the board has determined that none
of its directors and nominees for election at the 2004 annual meeting are
independent under these standards. Our board of directors intends to locate
and appoint, prior to the end of our current fiscal year in September 2004, at
least one independent member of our board of directors to serve as a member of
our Nominating Committee and to serve on our Audit Committee at the time it is
formed.
Shareholder Communications with the Board
Our board of directors has implemented a process by which shareholders
may send written communications directly to the attention of our board of
directors or any individual member of our board of directors. Robert A. Spigno
will be primarily responsible for monitoring communications from shareholders
and providing copies of such communications to the other directors as he
considers appropriate until an independent member of our board of directors is
elected or appointed and can undertake such duties. Communications will be
forwarded to all directors if they relate to substantive matters and include
suggestions or comments that Mr. Spigno, or his replacement, the independent
member of our board of directors, considers to be important for the directors
to consider. Shareholders who wish to communicate with our board of directors
can write to The Board of Directors, ConectiSys Corporation, 24730 Avenue
Tibbitts, Suite 130, Valencia, California 91355.
Board Committees and Meetings
Our board of directors has a Stock Option Committee and a Nominating
Committee. Our board of directors does not have an Audit Committee. In the
absence of an Audit Committee, the entire board of directors intends to
satisfy the duties of that committee. Our Nominating Committee has a written
charter.
During fiscal 2003, our board of directors held 24 meetings and took
action by written consent on 24 occasions. During fiscal 2003, no incumbent
director attended fewer than 75% of the aggregate of the total number of
meetings of the board of directors held during the period for which he or she
has been a director and the total number of meetings held by all committees of
the board on which he or she served during the periods that he or she served.
We typically schedule a meeting of our board of directors in
conjunction with our annual meeting of shareholders and expect that all of our
directors will attend the 2004 annual meeting, absent a valid reason. Except
for Lawrence Muirhead, all individuals then serving as directors attended our
2003 annual meeting of shareholders.
<page>4
Stock Option Committee. Our Stock Option Committee makes
recommendations to our board of directors concerning incentive compensation
for employees and consultants of ConectiSys and selects the persons entitled
to receive options under our stock option plans and establishes the number of
shares, exercise price, vesting period and other terms of the options granted
under those plans. The Stock Option Committee currently consists of Robert A.
Spigno, Lawrence Muirhead and Melissa McGough. During 2003, the Stock Option
Committee held four meetings and did not take action by written consent on any
occasion. No executive officer of ConectiSys has served as a director or
member of the compensation committee of any other entity whose executive
officers served as a director of ConectiSys.
Audit Committee. We do not currently have an Audit Committee. As a
small, development-stage company, it has been exceedingly difficult for us to
attract and retain an independent member of our board of directors, who would
qualify as an audit committee financial expert, to serve as the sole member of
the audit committee of our board of directors. We intend to form an Audit
Committee consisting solely of one or more independent members of our board of
directors, at least one of whom will qualify as an audit committee financial
expert under the rules and regulations of the Securities and Exchange
Commission, prior to the end of our current fiscal year in September 2004.
Nominating Committee. Our Nominating Committee currently consists of
two directors, Robert A. Spigno, who serves as Chairman, and Lawrence
Muirhead, neither of whom is "independent" under the rules and regulations of
the Securities and Exchange Commission or under the current Nasdaq listing
standards. We intend to reconstitute our Nominating Committee with one or more
independent members of our board of directors prior to the end of our current
fiscal year in September 2004.
Our Nominating Committee assists our board of directors in the
selection of nominees for election to the board. The committee determines the
required selection criteria and qualifications of director nominees based upon
the needs of ConectiSys at the time nominees are considered and recommends
candidates to be nominated for election to the board.
The Nominating Committee was constituted, and our board of directors
adopted a written charter for the Nominating Committee, in June 2004. A copy
of the current charter is available on our website at
http://www.conectisys.com/corporate_governance.htm. Because our Nominating
Committee was formed in June 2004, our Nominating Committee did not meet
during fiscal 2003 and did not participate in the consideration or nomination
of candidates for directorship in connection with our 2004 annual meeting.
Instead, our full board of directors discharged the duties of the Nominating
Committee with respect to the 2004 annual meeting. No candidates for director
nominations were submitted to our board of directors by any shareholder in
connection with the election of directors at the 2004 annual meeting. Our full
board of directors considered and nominated each nominee to our board of
directors in connection with the 2004 annual meeting.
Criteria for Director Nominees. Our board of directors believes that
it should be comprised of directors with varied, complementary backgrounds,
and that directors should, at a minimum, exhibit proven leadership
capabilities and experience at a high level of responsibility within their
chosen fields, and have the ability to quickly grasp complex principles of
business, finance and automatic meter reading technologies. Directors should
possess the highest personal and professional ethics, integrity and values and
should be committed to representing the long-term interests of our
shareholders.
When considering a candidate for director, the Nominating Committee
intends to take into account a number of factors, including the following:
o independence from management;
<page>5
o depth of understanding of technology, manufacturing, sales and
marketing, finance and/or other elements directly relevant to
the technology and business of ConectiSys;
o education and professional background;
o judgment, skill, integrity and reputation;
o existing commitments to other businesses as a director,
executive or owner;
o personal conflicts of interest, if any; and
o the size and composition of our existing board of directors.
Prior to nominating a sitting director for re-election at an annual
meeting of shareholders, the Nominating Committee intends to consider the
director's past attendance at, and participation in, meetings of our board of
directors and its committees and the director's formal and informal
contributions to his or her respective activities.
When seeking candidates for director, the Nominating Committee may
solicit suggestions from incumbent directors, management, shareholders and
others. Additionally, the Nominating Committee may use the services of third
party search firms to assist in the identification of appropriate candidates.
After conducting an initial evaluation of a prospective candidate, the
Nominating Committee may interview that candidate if it believes the candidate
might be suitable to be a director. The Nominating Committee may also ask the
candidate to meet with management. If the Nominating Committee believes a
candidate would be a valuable addition to our board of directors, it may
recommend to the full board of directors that candidate's appointment or
election.
Shareholder Recommendations for Nominations to the Board of Directors.
The Nominating Committee will consider candidates for director recommended by
any shareholder that is the beneficial owner of shares representing more than
one percent of the then-outstanding shares of common stock of ConectiSys and
that has beneficially owned those shares for at least one year. The Nominating
Committee will evaluate such recommendations applying its regular nominee
criteria and considering the additional information set forth below. Eligible
shareholders wishing to recommend a candidate for nomination as a director are
to send the recommendation in writing to the Chairman of the Nominating
Committee, ConectiSys Corporation, 24730 Avenue Tibbitts, Suite 130, Valencia,
California 91355. A shareholder recommendation must contain the following
information:
o documentation supporting that the writer is a shareholder of
ConectiSys and has been a beneficial owner of shares
representing more than one percent of the then-outstanding
shares of common stock of ConectiSys for at least one year and
a statement that the writer is recommending a candidate for
nomination as a director;
o a resume of the candidate's business experience and
educational background that also includes the candidate's
name, business and residence addresses, and principal
occupation or employment and an explanation of how the
candidate's background and qualifications are directly
relevant to the business of ConectiSys;
o the number of shares of common stock of ConectiSys
beneficially owned by the candidate;
o a statement detailing any relationship, arrangement or
understanding, formal or informal, between or among the
candidate, any affiliate of the candidate, and any customer,
supplier or competitor of ConectiSys, or any other
<page>6
relationship, arrangement or understanding that might affect
the independence of the candidate as a member of our board of
directors;
o detailed information describing any relationship, arrangement
or understanding, formal or informal, between or among the
proposing shareholder, the candidate, and any affiliate of the
proposing shareholder or the candidate;
o any other information that would be required under SEC rules
in a proxy statement soliciting proxies for the election of
such candidate as a director; and
o a signed consent of the candidate to serve as a director, if
nominated and elected.
In connection with its evaluation, the Nominating Committee may
request additional information from the candidate or the recommending
shareholder and may request an interview with the candidate. The Nominating
Committee has discretion to decide which individuals to recommend for
nomination as directors.
Compensation Committee Interlocks and Insider Participation
No member of our board of directors has a relationship that would
constitute an interlocking relationship with executive officers and directors
of another entity.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
In October 1995, our board of directors set the compensation for
Robert A. Spigno, our Chairman of the Board and Chief Executive Officer. Mr.
Spigno has executed an employment agreement with ConectiSys effective October
2, 1995, as amended by employment agreement amendments effective July 24,
1996, August 11, 1997, September 1, 1999 and March 27, 2000 that provide for
annual salary of $160,000 and a bonus of 50% of Mr. Spigno's annual salary,
with the bonus payable in common stock of ConectiSys.
In August 1998, our board of directors set the compensation for
Lawrence Muirhead, our Chief Technology Officer. Mr. Muirhead has executed an
employment agreement with ConectiSys effective August 1, 1998, that provides
for annual salary compensation of $150,000. On November 22, 1999, Mr. Muirhead
was granted an option initially expiring December 31, 2002 to purchase up to
2,000,000 shares of common stock at an exercise price of $.50 per share, which
was the closing price of a share of our common stock on that date. This option
vests upon the achievement of certain specified performance criteria. On
January 6, 2003, we extended the expiration date of this option to December
31, 2004.
In October 1995, our board of directors set the compensation for
Patricia A. Spigno, our Chief Financial Officer and Secretary. Ms. Spigno has
executed an employment agreement with ConectiSys effective October 2, 1996, as
amended by employment agreement amendments effective July 24, 1996, September
1, 1999 and March 27, 2000 that provide for annual salary of $80,000 and a
bonus of 50% of Ms. Spigno's annual salary, with the bonus payable in common
stock of ConectiSys.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires our executive officers and directors, and persons
who beneficially own more than 10% of a registered class of our common stock
to file initial reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission ("Commission"). These officers,
directors and shareholders are required by Commission regulations to furnish
us with copies of all such reports that they file.
<page>7
Based solely upon a review of copies of these reports furnished to us
during 2003 and thereafter, or written representations received by us from
reporting persons that no other reports were required, we believe that all
Section 16(a) filing requirements applicable to our reporting persons during
2003 were complied with, except as described below.
The following individuals did not timely file the following numbers of
Forms 4 to report the following numbers of transactions: Robert A. Spigno - 2
reports, 2 transactions; Lawrence Muirhead - 1 report, 1 transaction; and
Melissa McGough - 1 report, 1 transaction.
Compensation of Executive Officers
The Summary Compensation Table below provides information concerning
the annual and long-term compensation for services in all capacities as an
employee of ConectiSys of our Chief Executive Officer, our Chief Technology
Officer and our Chief Financial Officer, or the named executives, during the
years ended September 30, 2003, 2002 and 2001. There were no other executive
officers whose annual salary and bonus compensation exceeded $100,000 during
the year ended September 30, 2003.
<table>
Long-Term
Compensation
------------
Awards
------------
Annual Compensation Securities
Name and Underlying All Other
Principal Position Year Salary($) Bonus($)(1) Options(#) Compensation ($)
------------------- ------- --------- ----------- ------------ ----------------
Robert A. Spigno, 2003 $160,000 $80,000 -- --
Chief Executive Officer 2002 $160,000 $80,000 -- --
2001 $160,000 $80,000 6,453,634 --
Lawrence Muirhead, 2003 $150,000 -- -- --
Chief Technology Officer 2002 $150,000 -- -- --
2001 $150,000 -- 2,000,000 --
Patricia A. Spigno, 2003 $ 80,000 $40,000 -- --
Chief Financial Officer 2002 $ 80,000 $40,000 -- --
and Secretary 2001 $ 80,000 $40,000 500,000 --
_______________
(1) Amounts represent bonus earned, but deferred and recorded on
the books and records of ConectiSys as accrued compensation.
Amounts are payable in common stock of ConectiSys based on a
conversion price equivalent to 50% of the average of the
closing bid and asked prices of a share of ConectiSys common
stock for the 30 days prior to the end of the year in which
such bonus was earned.
</table>
Stock Option Grants in 2003
In fiscal 2003, no options or stock appreciation rights were granted
to the named executives.
<page>8
Option Exercises and Fiscal Year-End Values
The following table sets forth the number of shares acquired and value
realized upon exercise of options during the fiscal year ended September 30,
2003 and the number of exercisable and unexercisable in-the-money stock
options and their values at September 30, 2003 for the named executives. An
option is "in-the-money" if the fair market value for the underlying
securities exceeds the exercise price of the option.
<table>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities Underlying Value ($)of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired on Value September 30, 2003 September 30, 2003 (1)
Name Exercise Realized ($) Exercisable(#) Unexercisable(#) Exercisable Unexercisable
--------------------- ------------ ------------ -------------- ---------------- -------------- ----------------
Robert A. Spigno --- --- 6,453,634 --- --- ---
Lawrence Muirhead --- --- --- 2,000,000 --- ---
Patricia Spigno --- --- 500,000 --- --- ---
_______________
(1) The closing sale price of our common stock on the OTC Bulletin
Board(R)as of September 30, 2003 was $.0044.
</table>
Long-Term Incentive Plan Awards
In fiscal 2003, no awards were given to named executives under long-
term incentive plans.
Compensation of Directors
Our directors do not receive any compensation in their capacity as
members of the board of directors, but may be reimbursed for reasonable
expenses incurred in connection with attendance of meetings of the board of
directors.
Repricing of Options and SARs
Except as specified below, no adjustments to or repricing of stock
options or stock appreciation rights previously awarded to the named
executives occurred in fiscal 2003.
On December 30, 2003, we repriced Robert A. Spigno's fully-vested option
to purchase up to 500,000 shares of Class B Preferred Stock from $.50 per
share to $.05 per share, which was in excess of the price of a share of our
common stock on that date on an as-converted basis.
Indemnification of Directors and Officers
The Colorado Business Corporation Act, or CBCA, requires that each
director discharge his duties to ConectiSys in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner that he reasonably believes to be in the best
interests of ConectiSys. Generally, a director will not be liable to
ConectiSys or its shareholders, for any action he takes or omits to take as a
director if, in connection with such action or omission, he performed the
duties of his position in compliance with the standards described above.
<page>9
Our Articles of Incorporation provide that ConectiSys may indemnify
any director or officer of ConectiSys to the full extent permitted by Colorado
law. Under the CBCA, except for the situation described below, a corporation
may indemnify a person made a party to a proceeding because the person is or
was a director against liability incurred in the proceeding if:
o the person conducted himself in good faith;
o the person reasonably believed, in the case of conduct in an
official capacity with ConectiSys, that his conduct was in the
best interests of ConectiSys and, in all other cases, that his
conduct was at least not opposed to the best interests of
ConectiSys; and
o in the case of any criminal proceeding, the person had no
reasonable cause to believe his conduct was unlawful.
Under the CBCA, ConectiSys may not indemnify a director as described above:
o in connection with a proceeding by or in the right of
ConectiSys, in which the director was adjudged liable to
ConectiSys; or
o in connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding
the director was adjudged liable on the basis that he derived
an improper personal benefit.
Under the CBCA, ConectiSys is required to indemnify any director who
is wholly successful on the merits or otherwise, in the defense of any
proceeding to which the director was a party because the person is or was a
director, against reasonable expenses incurred by him in connection with the
proceeding.
Section 2115 of the California General Corporation Law, or the
California Corporations Code, provides that corporations such as ConectiSys
that are incorporated in jurisdictions other than California and that meet
various tests are subject to several provisions of the California Corporations
Code, to the exclusion of the law of the jurisdiction in which the corporation
is incorporated. We believe that as of September 30, 2003, we met the tests
contained in Section 2115. Consequently, we are subject to, among other
provisions of the California Corporations Code, Section 317 which governs
indemnification of directors, officers and others. Section 317 generally
eliminates the personal liability of a director for monetary damages in an
action brought by or in the right of ConectiSys for breach of a director's
duties to ConectiSys or our shareholders except for liability:
o for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law;
o for acts or omissions that a director believes to be contrary
to the best interests of ConectiSys or our shareholders or
that involve the absence of good faith on the part of the
director;
o for any transaction for which a director derived an improper
personal benefit;
o for acts or omissions that show a reckless disregard for the
director's duty to ConectiSys or our shareholders in
circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to ConectiSys or our
shareholders;
<page>10
o for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's
duty to ConectiSys or our shareholders; and
o for engaging in transactions described in the California
Corporations Code or California case law which result in
liability, or approving the same kinds of transactions.
To the extent indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of ConectiSys under the above provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
Certain Relationships and Related Transactions
In October 1995, our board of directors set the compensation for
Robert A. Spigno, our Chairman of the Board and Chief Executive Officer. Mr.
Spigno has executed an employment agreement with ConectiSys effective October
2, 1995, as amended by employment agreement amendments effective July 24,
1996, August 11, 1997, September 1, 1999 and March 27, 2000 that provide for
annual salary of $160,000 and a bonus of 50% of Mr. Spigno's annual
salary, with the bonus payable in common stock of ConectiSys.
In August 1998, our board of directors set the compensation for
Lawrence Muirhead, our Chief Technology Officer. Mr. Muirhead has executed an
employment agreement with ConectiSys effective August 1, 1998, that provides
for annual salary compensation of $150,000. On November 22, 1999, Mr. Muirhead
was granted an option initially expiring December 31, 2002 to purchase up to
2,000,000 shares of common stock at an exercise price of $.50 per share, which
was the closing price of a share of our common stock on that date. This option
vests upon the achievement of certain specified performance criteria. On
January 6, 2003, we extended the expiration date of this option to December
31, 2004.
In October 1995, our board of directors set the compensation for
Patricia A. Spigno, our Chief Financial Officer and Secretary. Ms. Spigno has
executed an employment agreement with ConectiSys effective October 2, 1996, as
amended by employment agreement amendments effective July 24, 1996, September
1, 1999 and March 27, 2000 that provide for annual salary of $80,000 and a
bonus of 50% of Ms. Spigno's annual salary, with the bonus payable in
common stock of ConectiSys.
On September 1, 2002, we executed a promissory note due September 1,
2003 in favor of Robert A. Spigno in the principal amount of $87,100
representing amounts borrowed from Mr. Spigno prior to that date. On
September 1, 2003 we executed a replacement promissory note in favor of Mr.
Spigno in the amount of $36,000. As of September 30, 2003, approximately
$36,920 of principal and accrued and unpaid interest under this note remained
outstanding. As of June 22, 2004, approximately $35,100 of principal and
accrued and unpaid interest under this note remained outstanding. The loan
balance is currently due on demand and accrues interest at an annual rate of
18%.
On October 1, 2002, we owed Patricia A. Spigno approximately $8,140
resulting from cash advances, other borrowings and related accrued interest.
On September 1, 2003 we executed a replacement promissory note in favor of Ms.
Spigno in the amount of $50,000. We borrowed additional funds from Ms. Spigno
resulting in approximately $52,170 owed to Ms. Spigno as of September 30,
2003. As of June 22, 2004, approximately $41,200 was owed to Ms. Spigno. The
loan balance is currently due on demand and accrues interest at an annual rate
of 18%.
<page>11
In October 2002, Laurus Master Fund transferred into its name 279,539
shares of our common stock pledged by Robert A. Spigno as security for a loan
made by Laurus to us in April 2001 in the original principal amount of
$300,000.
In October 2002, Laurus Master Fund transferred into its name
1,458,059 shares of our common stock pledged by Patricia A. Spigno as security
for a loan made by Laurus to us in April 2001 in the original principal amount
of $300,000.
In November 2002, Laurus Master Fund transferred into its name
1,556,346 shares of our common stock pledged by Robert A. Spigno as security for
a loan made by Laurus to us in April 2001 in the original principal amount of
$300,000.
In November 2002, we issued 636,886 shares of common stock to Lawrence
Muirhead to reimburse him for 636,886 shares pledged by him as security for a
loan made by Laurus Master Fund to us in April 2001 in the original principal
amount of $300,000, which pledged shares were transferred by Laurus into its
name in connection with a default on that loan.
In November 2002, we issued 2,630,742 shares of common stock to Robert
A. Spigno to reimburse him for 2,630,742 shares pledged by him as security for
a loan made by Laurus Master Fund to us in April 2001 in the original
principal amount of $300,000, which pledged shares were transferred by Laurus
into its name in connection with a default on that loan.
In November 2002, we issued 1,458,059 shares of common stock to
Patricia A. Spigno to reimburse her for 1,458,059 shares pledged by her as
security for a loan made by Laurus Master Fund to us in April 2001 in the
original principal amount of $300,000, which pledged shares were transferred
by Laurus into its name in connection with a default on that loan.
On December 12, 2002, we issued 250,000 shares of common stock valued
at $1,250 to Melissa McGough as bonus compensation.
Effective December 31, 2002, Robert A. Spigno earned bonus compensation
under his employment arrangement with ConectiSys in the amount of $80,000
payable in common stock of ConectiSys based on a conversion price equal to 50%
of the average of the closing bid and asked prices of a share of our common
stock for the 30 days prior to December 31, 2002. The number of shares of
common stock of ConectiSys issuable in connection with this bonus was
8,000,000.
Effective December 31, 2002, Patricia A. Spigno earned bonus
compensation under her employment arrangement with ConectiSys in the amount of
$40,000 payable in common stock of ConectiSys based on a conversion price
equal to 50% of the average of the closing bid and asked prices of a share of
our common stock for the 30 days prior to December 31, 2002. The number of
shares of common stock of ConectiSys issuable in connection with this bonus
was 4,000,000.
In January 2003, we issued 2,361,814 shares of common stock to Robert
A. Spigno to reimburse him for 2,361,814 shares pledged by him as security for
a loan made by Mercator Momentum Fund to us in February 2002 in the original
principal amount of $340,000, which pledged shares were transferred by
Mercator into its name in connection with a default on that loan.
In January 2003, we issued 47,521 shares of common stock to Lawrence
Muirhead to reimburse him for 47,521 shares pledged by him as security for a
loan made by Laurus Master Fund to us in April 2001 in the original principal
amount of $300,000, which pledged shares were transferred by Laurus into its
name in connection with a default on that loan.
<page>12
On January 6, 2003, we extended to December 31, 2004, the expiration
date of an option granted to Mr. Muirhead on November 22, 1999 that initially
expired December 31, 2002, to purchase up to 2,000,000 shares of common stock
at an exercise price of $.50 per share, which was the closing price of a share
of our common stock on the date of grant. This option vests upon the
achievement of certain specified performance criteria.
On January 6, 2003, we extended to December 31, 2004, the expiration
date of an option granted to Mr. Spigno on November 22, 1999 that initially
expired December 31, 2002, to purchase up to 500,000 shares of common stock at
an exercise price of $.15 per share, which was 50% of the closing price of a
share of our common stock on the date of grant. This option vested
immediately.
On January 6, 2003, we extended to December 31, 2004, the expiration
date of an option granted to Ms. McGough on September 1, 1999 that initially
expired December 31, 2002, to purchase up to 100,000 shares of common stock at
an exercise price of $.38 per share, which was 50% of the closing price of a
share of our common stock on the date of grant. This option vested
immediately.
On December 10, 2003, Mr. Spigno exercised a portion of an option to
purchase 15,845 shares of Class A Preferred Stock for $1.00 per share, which
was the estimated value on that date.
Effective December 31, 2003, Robert A. Spigno earned bonus compensation
under his employment arrangement with ConectiSys in the amount of $80,000
payable in common stock of ConectiSys based on a conversion price equal to 50%
of the average of the closing bid and asked prices of a share of our common
stock for the 30 days prior to December 31, 2003. The number of shares of
common stock of ConectiSys issuable in connection with this bonus was
8,000,000.
Effective December 31, 2003, Patricia A. Spigno earned bonus
compensation under her employment arrangement with ConectiSys in the amount of
$40,000 payable in common stock of ConectiSys based on a conversion price
equal to 50% of the average of the closing bid and asked prices of a share of
our common stock for the 30 days prior to December 31, 2003. The number of
shares of common stock of ConectiSys issuable in connection with this bonus
was 4,000,000.
On January 6, 2004, we repriced Robert A. Spigno's fully-vested option
to purchase up to 500,000 shares of Class B Preferred Stock from an exercise
price of $0.50 per share to an exercise price of $.05 per share. The exercise
price of $.05 per share equates to $.005 per share of common stock if the
Class B Preferred Stock were converted, which was in excess of the price of
our common stock on that date. This option was granted on September 11, 2001
and vested immediately with an initial exercise price of $2.50 per share which
equaled $.25 per share of common stock if the Class B Preferred Stock were
converted, which was the price of our common stock on that date. On June 28,
2002 this option was repriced from an exercise price of $2.50 per share to an
exercise price of $.50 per share, which was in excess of the price of our
common stock on that date.
We are or have been a party to various employment, consulting and
compensation arrangements with related parties, as more particularly described
above under the headings "Employment Contracts and Termination of Employment
and Change-in-Control Arrangements," "Compensation of Executive Officers" and
"Compensation of Directors."
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of June 25, 2004, certain
information with respect to (i) each of our directors and director nominees,
(ii) each of our named executive officers in the Summary Compensation Table
contained elsewhere in this document, (iii) all of our directors, director
nominees and executive officers as a group, and (iv) each person known to us
to be the beneficial owner of more than 5% of our common stock. The
<page>13
information with respect to each person specified is as supplied or confirmed
by such person or based upon statements filed with the Commission.
Beneficial ownership is determined in accordance with Rule 13d-3
promulgated by the Securities and Exchange Commission, and generally includes
voting or investment power with respect to securities. Except as indicated in
the footnotes to the table, we believe each holder possesses sole voting and
investment power with respect to all of the shares of common stock owned by
that holder, subject to community property laws where applicable. In computing
the number of shares beneficially owned by a holder and the percentage
ownership of that holder, shares of common stock subject to options or
warrants held by that holder that are currently exercisable or are exercisable
within 60 days after the date of the table are deemed outstanding. Those
shares, however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person or group.
<Table>
Name and Address of Title of Amount and Nature of
of Beneficial Owner (1)(2) Class Beneficial Ownership(2) Percent of Class)
- -------------------------- --------- ------------------------- ------------------
Robert A. Spigno Common 31,123,164(3) 3.07%
Class A Preferred 450,020(4) 100.00%
Class B Preferred 500,000(5) 100.00%
Patricia A. Spigno Common 12,267,340(6) 1.23%
Lawrence Muirhead Common 971,393 *
Melissa McGough Common 454,138(7) *
All directors and executive
officers as a group
(4 persons) Common 44,816,035(8) 4.38%
Class A Preferred 450,020(4) 100.00%
Class B Preferred 500,000(5) 100.00%
_______________
* Less than 1.00%
(1) The address of each director and executive officer named in
this table is c/o ConectiSys Corporation, 24730 Avenue
Tibbitts, Suite 130, Valencia, California 91355. Mr. Spigno
and Mr. Muirhead are directors and executive officers of
ConectiSys. Ms. McGough is a director of ConectiSys. Ms.
Spigno is an executive officer of ConectiSys.
(2) Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to
securities. Except as indicated by footnote, and subject to
community property laws where applicable, the persons named in
the table above have sole voting and investment power with
respect to all shares of common stock shown as beneficially
owned by them. Shares of common stock subject to options
currently exercisable, or exercisable within 60 days after
June 25, 2004, are deemed to be outstanding in calculating
the percentage ownership of a person or group but are not
deemed to be outstanding as to any other person or group.
(3) Includes 1,443,654 shares underlying options and 5,000,000
shares issuable upon conversion of Class B Preferred Stock.
Mr. Spigno holds an option to purchase Class B Preferred
Stock. Also includes 19,686,954 shares issuable in connection
with payment of annual bonuses for fiscal years 2000 through
2003.
<page>14
(4) Includes an option to purchase up to 234,155 shares of Class A
Preferred Stock.
(5) Represents an option to purchase up to 500,000 shares of Class
B Preferred Stock.
(6) Includes 500,000 shares underlying options. Also includes
9,843,477 shares issuable in connection with payment of annual
bonuses for fiscal years 2000 through 2003.
(7) Includes 100,000 shares underlying options.
(8) Includes 2,043,654 shares underlying options and 5,000,000
shares issuable upon conversion of Class B Preferred Stock.
Also includes 29,530,431 shares issuable in connection with
payment of annual bonuses for fiscal years 2000 through 2003.
</table>
Equity Compensation Plan Information
The following table gives information about our common stock that may
be issued upon the exercise of options, warrants and rights under our Amended
Non-Qualified Stock Option and Stock Bonus Plan as well as stock options,
warrants and rights issued outside of any formal plan as of September 30,
2003.
Number of Securities Weighted Average Number of
to be Issued Upon Exercise Exercise Price of Securities
of Outstanding Options, Outstanding Remaining
Warrants Options, Warrants Available for
Plan Category and Rights(1) and Rights Future Issuance
- ------------------- -------------------- ------------------ -----------------
Equity compensation
plans approved by
security holders N/A N/A N/A
Equity compensation
plans not approved
by security holders 8,807,154(2) $0.28 N/A
Total 8,807,154 $0.28 N/A
_______________
(1) Number of shares is subject to adjustment for changes in
capitalization for stock splits, stock dividends and similar
events.
(2) Represents 5,000,000 shares of common stock underlying stock
options, warrants and rights issued under our Amended Non-
Qualified Stock Option and Stock Bonus Plan and 3,807,154
shares of common stock underlying stock options, warrants and
rights issued outside of any formal plan.
Our Amended Non-Qualified Stock Option and Stock Bonus Plan permits
grants of stock bonuses and non-qualified stock options. Vesting
periods under our Amended Non-Qualified Stock Option and Stock Bonus Plan vary
from person to person, and options under the plan are exercisable subject to
certain standard conditions.
<page>15
Audit Committee Report
The full board of directors of ConectiSys Corporation, discharging the
duties of an audit committee of the board of directors, discussed with the
independent auditors of ConectiSys Corporation all matters required to be
discussed by generally accepted auditing standards, including those described
in Statement on Auditing Standards No. 61, as amended, "Communication with
Audit Committees." Prior to the inclusion and filing with the Securities and
Exchange Commission of the consolidated audited financial statements in
ConectiSys Corporation's annual report on Form 10-KSB for the year ended
September 30, 2003, the board of directors discussed with management and
reviewed ConectiSys Corporation's consolidated audited financial statements.
In addition, the board of directors obtained from the independent auditors a
formal written statement indicating that no relationships exist between the
auditors and ConectiSys Corporation that might bear on the auditors'
independence consistent with Independence Standards Board Standard No. 1,
"Independent Discussions with Audit Committees," discerned from discussions
with the auditors that no relationships exist that may impact their
objectivity and independence and satisfied itself as to the auditors'
independence. Prior to the filing of the Form 10-KSB with the Securities and
Exchange Commission, and based on the review and discussions referenced above,
the board of directors recommended that the audited financial statements be
included in the Form 10-KSB.
Respectfully submitted,
Board of Directors of ConectiSys Corporation
Robert A. Spigno
Lawrence Muirhead
Melissa McGough
Principal Accountant Fees and Services
The following table sets forth the aggregate fees billed to ConectiSys
by Hurley & Company, our independent auditors, for professional services
rendered for the fiscal year ended September 30, 2003:
Audit Fees (a) $ 18,000
Financial Information
Systems Design and
Implementation Fees 2,500
All Other Fees (b)(c) 6,000
-------
Total $ 26,500
__________________________
(a) Includes fees for the audit of our annual consolidated financial
statements for the year ended September 30, 2003.
(b) Includes fees for reviews of the condensed consolidated financial
statements included in our quarterly reports on Form 10-QSB for the
year ended September 30, 2003. Also Includes fees for consents
relating to registration statements.
(c) The board of directors has considered whether the provision of these
services is compatible with maintaining the auditor's independence.
<page>16
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(Proposal 2)
Effective as of June 1, 2004, our board of directors approved an
amendment to Article IV of our Articles of Incorporation to increase the
number of shares of our authorized common stock from 1,000,000,000 to
7,500,000,000. We refer to this amendment as the authorized share increase.
The full text of the amendment is attached to this proxy statement as Exhibit
A. Our board of directors believes that the authorized share increase is in
the best interests of ConectiSys and our shareholders because it makes
additional shares of common stock available for acquisitions, financings,
present and future employee benefit programs and other corporate purposes.
In addition, our board of directors believes that the authorized share
increase is necessary in light of our recent issuances of convertible
debentures and related warrants. The convertible debentures and related
warrants are convertible into or exercisable for shares of our common stock.
After taking into account the number of shares currently outstanding or
issuable upon conversion or exercise of our outstanding derivative securities,
the number of authorized shares of common stock provided for in our Articles
of Incorporation is not sufficient to satisfy our obligations to issue shares
of common stock to the convertible debenture investors upon conversion of the
convertible debentures and exercise of the related warrants.
The agreements we entered into in connection with our offerings of the
convertible debentures and related warrants required us to, among other
things, reserve subject to shareholder approval, the shares of common stock
underlying the convertible debentures and related warrants and, on a best
efforts basis, increase the authorized number of shares of our common stock
immediately. If we are unsuccessful in timely increasing our authorized number
of shares of common stock, we will be in default under those agreements and
could face significant adverse consequences. Those consequences include, among
other things, the holders of the convertible debentures and related warrants,
requiring us to pay substantial penalties, requiring us to repay the
convertible debentures and/or foreclosing upon their security interests in our
assets, including our intellectual property. Any of these events could have a
material adverse effect on our business, operating results, financial
condition, cash flows and ability to service our indebtedness.
As of the date of this proxy statement, we believe that we are in
imminent default under our agreements with our debenture investors as a result
of exhausting our authorized capital. As of June 25, 2004, we had
approximately 986,000,000 shares of common stock issued and outstanding and
our authorized capital currently includes 1,000,000,000 shares of common
stock.
Our board of directors believes that it is in the best interests of
ConectiSys and our shareholders to amend our Articles of Incorporation to
provide sufficient shares of common stock to enable us to satisfy our
obligations to issue shares of common stock as described above and to make
additional shares of common stock available for acquisitions, financings,
present and future employee benefit programs and other corporate purposes. The
additional shares of common stock proposed to be authorized through the
authorized share increase may be issued from time to time as our board of
directors may determine without further action by our shareholders unless such
action is required in a specific case by applicable laws, rules or
regulations. Although our board of directors has no current plans to use these
additional shares of common stock to entrench present management, it may be
able to use these additional shares as a defensive tactic against hostile
takeover attempts. However, no hostile takeover attempts are, to management's
knowledge, currently threatened.
<page>17
Our Articles of Incorporation, as currently in effect and as proposed
to be amended through the authorized share increase, do not provide our common
shareholders with preemptive rights that would entitle such persons, as a
matter of right, to subscribe for the purchase of any shares, rights, warrants
or other securities or obligations convertible into, or exchangeable for,
securities of ConectiSys.
Required Vote of Shareholders and Board Recommendation
The affirmative vote of a majority of the shares of common stock
represented and voting on this proposal is required for approval of this
proposal, provided that the number of shares voting in favor of the proposal
equals at least a majority of the quorum.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
PROPOSED AMENDMENT TO OUR ARTICLES OF INCORPORATION.
APPROVAL OF INDEPENDENT AUDITORS
(Proposal 3)
Our board of directors has selected the independent certified public
accounting firm of Hurley & Company to audit and comment on our financial
statements for the year ending September 30, 2004, and to conduct whatever
audit functions are deemed necessary. Hurley & Company audited our financial
statements for the year ended September 30, 2003 that were included in our
most recent annual report on Form 10-KSB.
We do not anticipate that a representative of Hurley & Company will be
present at the 2004 annual meeting.
Required Vote of Shareholders and Board Recommendation
Although a vote of shareholders is not required on this proposal, our
board of directors is asking our shareholders to ratify the appointment of our
independent auditors. The affirmative vote of a majority of the shares of
common stock represented and voting on this proposal will constitute
shareholder ratification of the appointment, provided that the number of
shares voting in favor of the proposal equals at least a majority of the
quorum. If shareholder approval of this proposal is not obtained, our board of
directors may reconsider its appointment of our independent auditors.
OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS.
OTHER MATTERS
Our board of directors knows of no other matters to be brought before
the 2004 annual meeting. However, if other matters should come before the 2004
annual meeting, it is the intention of the person named in the proxy to vote
such proxy in accordance with his or her judgment on such matters.
ANNUAL REPORT
A copy of our 2003 annual report to shareholders has been mailed
concurrently with this proxy statement to all shareholders entitled to notice
of and to vote at the 2004 annual meeting. The 2003 annual report to
shareholders is not incorporated into this proxy statement and is not
considered proxy solicitation material.
<page>18
A copy of our annual report to the Securities and Exchange Commission
on Form 10-KSB for the year ended September 30, 2003 is available without
charge to shareholders and may be obtained by writing to Investor Relations,
Conectisys Corporation, 24730 Avenue Tibbitts, Suite 130, Valencia, California
91355 (telephone number: (661) 295- 6763). The annual report on Form 10-KSB
for the year ended September 30, 2003 is not incorporated into this proxy
statement and is not considered proxy solicitation material.
SUBMISSION OF SHAREHOLDER PROPOSALS
Under Rule 14a-8 of the Securities and Exchange Commission, proposals
by shareholders that are intended for inclusion in our proxy statement and
proxy and to be presented at our next annual meeting must be received by us by
March 9, 2005, in order to be considered for inclusion in our proxy materials.
These proposals must be addressed to our Secretary and may be included in next
year's proxy materials if they comply with certain rules and regulations of
the Securities and Exchange Commission governing shareholder proposals. Under
Rule 14a-4 of the Securities and Exchange Commission, for all other proposals
by shareholders to be timely, a shareholder's notice must be delivered to, or
mailed and received at, the principal executive offices of ConectiSys not
later than May 23, 2005. If a shareholder fails to so notify us of any such
proposal prior to such date, management of ConectiSys will be allowed to use
their discretionary voting authority with respect to proxies held by
management if the proposal is raised at the annual meeting, without any
discussion of the matter in our proxy statement.
<page>19
EXHIBIT A
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CONECTISYS CORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is ConectiSys Corporation.
SECOND: The following amendment to the Articles of Incorporation of
ConectiSys Corporation was adopted on , 2004, as prescribed by
the Colorado Business Corporation Act, by a vote of the shareholders of the
corporation. The number of shares voted for the amendment was sufficient for
approval. The preliminary paragraph of Article IV to the Articles of
Incorporation of ConectiSys Corporation is replaced with the following:
ARTICLE IV
CAPITAL STOCK.
The aggregate number of shares which this Corporation shall have
authority to issue is Seven Billion Five Hundred Million (7,500,000,000)
shares of no par value each, which shares shall be designated "Common Stock";
and Fifty Million (50,000,000) shares of $1.00 par value each, which shares
shall be designated "Preferred Stock" and which may be issued in one or more
series at the discretion of the Board of Directors. In establishing a series
the Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular
except as otherwise provided by these Articles of Incorporation or the
Colorado Corporation Code.
THIRD: There is no exchange, reclassification or cancellation of
issued shares provided for in this amendment.
FOURTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: the number of shares of "Common Stock" that the
corporation is authorized to issue has increased by Six Billion Five Hundred
Million (6,500,000,000) resulting in the corporation having the authority to
issue up to Seven Billion Five Hundred Million (7,500,000,000) shares of
"Common Stock."
Date: , 2004
The persons who cause this document to be delivered for filing are:
Robert A. Spigno, Chief Executive Officer
Patricia A. Spigno, Secretary
The address for the above-referenced persons is:
24730 Avenue Tibbitts, Suite 130
Valencia, California 91355
PROXY FOR 2004 ANNUAL MEETING OF SHAREHOLDERS
CONECTISYS CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of ConectiSys Corporation (the "Company")
hereby constitutes and appoints Robert A. Spigno, with the power to appoint
his substitute, as attorney and proxy to appear, attend and vote all of the
shares of common stock of the Company standing in the name of the undersigned
on the record date at the 2004 annual meeting of shareholders of the Company
to be held at 10:00 a.m., local time, on July 29, 2004 at the Valencia Hyatt,
the Newhall Room, 24500 Town Center Drive, Valencia, California 91355 and at
any adjournment or adjournments thereof, upon the below proposals. The
Company's board of directors recommends a vote FOR each of the following
proposals:
1. To elect three directors to the Company's board of directors as
follows:
[ ] FOR all nominees listed below, except [ ] WITHHOLD AUTHORITY to
as marked to the contrary below vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list provided
below.)
Robert A. Spigno
Lawrence Muirhead
Melissa McGough
IF THE UNDERSIGNED SHAREHOLDER WISHES TO CUMULATE VOTES IN THE
ELECTION OF DIRECTORS, THE UNDERSIGNED MUST APPEAR AND VOTE IN PERSON AT THE
2004 ANNUAL MEETING. IF ANY SHAREHOLDER GIVES PROPER NOTICE AT THE 2004 ANNUAL
MEETING OF HIS OR HER INTENTION TO CUMULATE VOTES IN THE ELECTION OF
DIRECTORS, THE PROXY HOLDER WILL HAVE THE FULL DISCRETION AND AUTHORITY TO
VOTE CUMULATIVELY EXCEPT TO THE EXTENT DESCRIBED IN THE "VOTING AND PROXY"
SECTION OF THE PROXY STATEMENT.
2. To consider and vote upon a proposal to approve an amendment to the
Company's Articles of Incorporation to increase the Company's number
of authorized shares of common stock from 1,000,000,000 shares to
7,500,000,000 shares.
[ ]FOR approval [ ] AGAINST approval [ ] ABSTAIN
3. To consider and vote upon a proposal to ratify the appointment of
Hurley & Company as independent certified public accountants of the
Company for the year ending September 30, 2004.
[ ]FOR approval [ ] AGAINST approval [ ] ABSTAIN
4. To vote in his or her discretion on such other business as may
properly come before the meeting, or any adjournment or adjournments
thereof.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSALS INDICATED AND IN ACCORDANCE WITH THE
DISCRETION OF THE PROXY HOLDER ON ANY OTHER BUSINESS. ALL OTHER PROXIES
HERETOFORE GIVEN BY THE UNDERSIGNED IN CONNECTION WITH THE ACTIONS PROPOSED
ON THIS PROXY CARD ARE HEREBY EXPRESSLY REVOKED. THIS PROXY MAY BE REVOKED AT
ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE TO THE SECRETARY OF THE
COMPANY, BY ISSUANCE OF A SUBSEQUENT PROXY OR BY VOTING IN PERSON AT THE
ANNUAL MEETING.
Please mark, date, sign and return this proxy promptly in the enclosed
envelope. When shares are held by joint tenants, both should sign. When
signing as attorney, as executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
DATED:_____________________________________________
___________________________________________________
` (Signature of Shareholder(s))
___________________________________________________
(Print Name(s) Here)
[ ] PLEASE CHECK IF YOU ARE PLANNING TO ATTEND
THE 2004 ANNUAL MEETING.
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