|
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
|
|
[ ]
|
Soliciting
Material Pursuant to §240.14a-12
|
|
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:
|
1.
|
To
elect three Class 2 Directors to hold office for a term of three years and
until their successors are elected and
qualified.
|
2.
|
To
consider and act upon a proposal to ratify the appointment of Whitley Penn
LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2009.
|
3.
|
To
transact such other business as may properly come before the Meeting or
any postponements or adjournments
thereof.
|
·
|
Independence
from management;
|
·
|
Age,
gender and ethnic background;
|
·
|
Relevant
business experience;
|
·
|
Judgment,
skill and integrity;
|
·
|
Existing
commitments to other businesses;
|
·
|
Potential
conflicts of interest;
|
·
|
Corporate
governance background;
|
·
|
Financial
and accounting background;
|
·
|
Executive
compensation background; and
|
·
|
Size
and composition of the existing
Board.
|
·
|
The
name and address of the stockholder and a statement that he, she or it is
a stockholder of the Company and is proposing a candidate for
consideration by the committee;
|
·
|
The
class and number of shares of Company capital stock, if any, owned by the
stockholder as of the record date for the applicable annual stockholder
meeting (if such date has been announced) and as of the date of the
notice, and length of time such stockholder has held such
shares;
|
·
|
The
name, age and address of the
candidate;
|
·
|
A
description of the candidate's business and educational
experience;
|
·
|
The
class and number of shares of Company capital stock, if any, owned by the
candidate, and length of time such candidate has held such
shares;
|
·
|
Information
regarding each of the foregoing criteria the Board generally considers,
other than the factor regarding Board size and composition, sufficient to
enable the committee to evaluate the
candidate;
|
·
|
A
description of any relationship between the candidate and any customer,
supplier or competitor of the Company or any actual or potential conflict
of interest;
|
·
|
A
description of any relationship or understanding between the stockholder
and the candidate;
|
·
|
A
statement that the candidate is willing to be
considered and willing to serve as a director if nominated and elected;
|
·
|
A
statement as to whether the director is independent under applicable NYSE
Alternext US (formerly known as AMEX) rules (these rules are referred to
in this Proxy as “NYSE Amex rules”); and
|
·
|
Such other information regarding each nominee that would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchnage Commission. |
Name
|
Age
|
Title
|
||||
Steven
H. Rouhandeh
|
51
|
Chairman
of the Board
|
||||
Jeffrey
B. Davis
|
46
|
Chief
Executive Officer, Director
|
||||
Esteban
Cvitkovic, M.D.
|
59
|
Vice
Chairman – Europe
|
||||
Mark
J. Ahn, Ph.D.
|
46
|
Director
|
Mark
J. Alvino
|
41
|
Director
|
||||
Stephen
B. Howell, M.D.
|
64
|
Director
|
||||
David
P. Luci
|
42
|
Director
|
||||
David
P. Nowotnik, Ph.D.
|
60
|
Senior
Vice President Research & Development
|
||||
Phillip
S. Wise
|
50
|
Vice
President, Business Development & Strategy
|
||||
Stephen
B. Thompson
|
55
|
Vice
President, Chief Financial Officer, Treasurer,
|
||||
Secretary
|
Name
|
Fees
earned or Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)(1)
|
All
Other Compensation ($)
|
Total
($)
|
Mark
J. Ahn, PhD (2)
|
16,000
|
-
|
16,000
|
-
|
32,000
|
Mark
J. Alvino (3)
|
16,000
|
-
|
16,000
|
-
|
32,000
|
Esteban
Cvitkovic, MD (4)
|
12,000
|
-
|
180,000
|
350,000
|
542,000
|
Jeffrey
B. Davis (5)
|
6,000
|
-
|
-
|
-
|
6,000
|
Stephen
B. Howell, MD (6)
|
12,000
|
-
|
16,000
|
32,000
|
60,000
|
David
P. Luci (7)
|
18,000
|
-
|
16,000
|
-
|
34,000
|
Rosemary
Mazanet, MD, PhD (8)
|
7,000
|
-
|
126,000
|
-
|
133,000
|
John
J. Meakem, Jr. (9)
|
10,000
|
-
|
9,000
|
-
|
19,000
|
Steven
H. Rouhandeh (10)
|
10,000
|
-
|
-
|
-
|
10,000
|
|
(1)
|
|
The
value listed represents the fair value of the options recognized as
expense under FAS 123R during 2008, including unvested options granted
before 2008 and those granted in 2008. Fair value is calculated as of the
grant date using a Black-Scholes (“Black-Scholes”) option-pricing model.
The determination of the fair value of share-based payment awards made on
the date of grant is affected by our stock price as well as assumptions
regarding a number of complex and subjective variables. Our assumptions in
determining fair value are described in note 10 to our audited financial
statements for the year ended December 31, 2008, included in our Annual
Report on Form 10-K.
|
(2)
|
Represents
expense recognized in 2008 in respect of options to purchase 6,000 shares
of our Common Stock based on a grant date fair value of $16,000. Dr. Ahn
has options to purchase 31,000 shares of our Common Stock at December 31,
2008.
|
||
(3)
|
Represents
expense recognized in 2008 in respect of options to purchase 6,000 shares
of our Common Stock based on a grant date fair value of $16,000. Mr.
Alvino has options to purchase 31,000 shares of our Common Stock at
December 31, 2008.
|
||
(4)
|
Represents
expense recognized in 2008 in respect of warrants to purchase 100,000
shares of our Common Stock based on a fair value of $164,000. Also
represents expense recognized in 2008 in respect of options to purchase
6,000 shares of our Common Stock based on a grant date fair value of
$16,000. Includes $350,000 Dr. Cvitkovic received for scientific
consulting services in 2008. Dr. Cvitkovic has options to purchase 56,000
shares of our Common Stock and warrants to purchase 200,000 of our Common
Stock at December 31, 2008.
|
||
(5)
|
The
fee included in this table was for board fees for the fourth quarter of
2007 paid in the first quarter of 2008. Mr. Davis served as our CEO during
2008 and did not receive board fees. Mr. Davis’ salary and employment
agreement are discussed later in the Summary Compensation Table and
Compensation Pursuant to Agreements and Plans – Employment Agreements –
President and Chief Executive Officer. Mr. Davis has options to purchase
25,000 shares of our Common Stock at December 31, 2008.
|
||
(6)
|
Represents
expense recognized in 2008 in respect of options to purchase 6,000 shares
of our Common Stock based on a grant date fair value of $16,000. Includes
$32,000 Dr. Howell received for scientific consulting services in 2008.
Dr. Howell has options to purchase 44,700 shares of our Common Stock and
warrants to purchase 2,000 of our Common Stock at December 31,
2008.
|
||
(7)
|
Represents
expense recognized in 2008 in respect of options to purchase 6,000 shares
of our Common Stock based on a grant date fair value of $16,000. Mr. Luci
has options to purchase 31,000 shares of our Common Stock at December 31,
2008.
|
||
(8)
|
Represents
expense recognized in 2008 in respect of options to purchase 50,000 shares
of our Common Stock based on a grant date fair value of $10,000; options
to purchase 200,000 shares of our Common Stock based on a grant date fair
value of $25,000; and an additional $126,000 which represents the
additional fair value of all Dr. Mazanet’s vested options of which the
exercise date was extended until May 25, 2010. Dr. Mazanet’s term as a
director expired on May 21, 2008.
|
||
(9)
|
Includes
$9,000 which represents the additional fair value of all Mr. Meakem’s
vested options of which the exercise date was extended until May 25, 2010.
Mr. Meakem’s term as a director expired on May 21, 2008.
|
||
(10)
|
Mr.
Rouhandeh does not have any options or warrants outstanding at December
31, 2008. See also the Security Ownership of Certain Beneficial Owners and
Management.
|
Number of
securities
|
||||||||||||
remaining
available
|
||||||||||||
for future
issuance
|
||||||||||||
Number of
securities to
|
Weighted-average
|
under
equity
|
||||||||||
be issued
upon exercise
|
exercise
price of
|
compensation
plans
|
||||||||||
of
outstanding options
|
outstanding
options
|
(excluding
securities
|
||||||||||
Plan
Category
|
warrants and
rights
|
warrants and
rights
|
reflected in
column (a))
|
|||||||||
Equity
compensation plans
|
||||||||||||
approved
by security
|
||||||||||||
holders
|
||||||||||||
2005
Equity Incentive Plan
|
1,136,820 | $ | 1.90 | 1,956,644 | ||||||||
1995
Stock Awards Plan
|
118,000 | 15.14 | - | |||||||||
2001
Restricted Stock Plan
|
- | - | 52,818 | |||||||||
Equity
compensation plans
|
||||||||||||
not
approved by security
|
||||||||||||
holders
|
||||||||||||
2007
Special Stock Option Plan
|
100,000 | 2.90 | 350,000 | |||||||||
Total
|
1,354,820 | $ | 3.12 | 2,359,462 |
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
Common
Stock
(1)
|
Percent
of Class
|
Amount
and Nature of Beneficial Ownership
Preferred
Stock
|
Percent
of Class
|
Amount
and Nature of Beneficial Ownership
All
Classes
of
Stock
|
Percent
of Class
|
Steven
H. Rouhandeh(2)
|
-
|
*
|
-
|
*
|
-
|
*
|
Jeffery
B. Davis (3)
|
25,000
|
*
|
-
|
*
|
25,000
|
*
|
Mark
J. Ahn, Ph. D. (4)
|
31,000
|
*
|
-
|
*
|
31,000
|
*
|
Mark
J. Alvino (5)
|
85,545
|
*
|
-
|
*
|
85,545
|
*
|
Esteban
Cvitkovic, M.D. (6)
|
156,000
|
1.4%
|
-
|
*
|
156,000
|
*
|
Stephen
B. Howell, M.D. (7)
|
56,422
|
*
|
-
|
*
|
56,422
|
*
|
David
P. Luci (8)
|
35,167
|
*
|
8,333
|
*
|
43,500
|
*
|
David
P. Nowotnik, Ph.D. (9)
|
181,057
|
1.6%
|
-
|
*
|
181,057
|
*
|
Phillip
S. Wise (10)
|
113,542
|
*
|
-
|
*
|
113,542
|
*
|
Stephen
B. Thompson (11)
|
154,063
|
1.3%
|
-
|
*
|
154,063
|
*
|
SCO
Capital Partners LLC, SCO Capital Partners LP, and Beach Capital LLC (12)
|
9,538,529
|
54.9%
|
7,077,100
|
65.5%
|
16,615,629
|
59.0%
|
Larry
N. Feinberg (13)
|
1,222,443
|
10.2%
|
1,457,699
|
13.5%
|
2,680,142
|
11.7%
|
Lake
End Capital LLC (14)
|
1,112,601
|
9.2%
|
793,067
|
7.3%
|
1,905,668
|
8.3%
|
All
Directors and Executive
Officers
as a group
(consisting
of 10 persons) (15)
|
837,796
|
6.9%
|
8,333
|
*
|
846,129
|
3.7%
|
(1)
|
Includes
Access’ outstanding shares of Common Stock held plus all shares of Common
Stock issuable upon exercise of options, warrants and other rights
exercisable within 60 days of April 23,
2009.
|
(2)
|
Steven
H. Rouhandeh is Chairman of SCO Securities LLC, a wholly-owned subsidiary
of SCO Financial Group LLC. His address is c/o SCO Capital Partners LLC,
1285 Avenue of the Americas, 35th Floor, New York, NY 10019. SCO
Securities LLC and affiliates (SCO Capital Partners LP and Beach Capital
LLC) are known to beneficially own an aggregate of 3,485,242 shares of
Access’ Common Stock, warrants to purchase an aggregate of 6,053,287
shares of Access’ Common Stock and 7,077,100 shares of Common Stock
issuable upon conversion of Series A Preferred Stock. Mr. Rouhandeh
disclaims beneficial ownership of all such shares except to the extent of
his pecuniary interest therein.
|
(3)
|
Includes
presently exercisable options for the purchase of 25,000 shares of Access’
Common Stock pursuant to the 2005 Equity Incentive Plan. Mr. Davis is
President of SCO Securities LLC, a wholly-owned subsidiary of SCO
Financial Group LLC. His address is c/o SCO Capital Partners LLC, 1285
Avenue of the Americas, 35th Floor, New York, NY 10019. SCO Securities LLC
and affiliates (SCO Capital Partners LP and Beach Capital LLC) are known
to beneficially own 3,485,242 shares of Access’ Common Stock, warrants to
purchase an aggregate of 6,053,287 shares of Access’ Common Stock and
7,077,100 shares of Common Stock issuable upon conversion of Series A
Preferred Stock. Mr. Davis disclaims beneficial ownership of all such
shares except to the extent of his pecuniary interest
therein.
|
(4)
|
Includes
presently exercisable options for the purchase of 31,000 shares of Access’
Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(5)
|
Includes
54,545 shares of Common Stock underlying warrants held by Mr. Alvino and
presently exercisable options for the purchase of 31,000 shares of Access’
Common Stock pursuant to the 2005 Equity Incentive Plan. Mr. Alvino is
Managing Director of Griffin Securities LLC. His address is c/o Griffin
Securities LLC, 17 State St., 3rd
Floor, New York, NY 10004. Mr. Alvino is a designated director of SCO
Securities LLC. SCO Securities LLC and affiliates (SCO Capital Partners LP
and Beach Capital LLC) are known to beneficially own 3,485,242 shares of
Access’ Common Stock, warrants to purchase an aggregate of 6,053,287
shares of Access’ Common Stock and 7,077,100 shares of Common Stock
issuable upon conversion of Series A Preferred Stock. Mr. Alvino disclaims
beneficial ownership of all such shares except to the extent of his
pecuniary interest therein. Mr. Alvino disclaims beneficial ownership of
all such shares except to the extent of his pecuniary interest
therein.
|
(6)
|
Includes
presently exercisable options for the purchase of 56,000 shares of Access’
Common Stock pursuant to the 2005 Equity Incentive Plan and a warrant to
purchase 100,000 shares of Access’ Common Stock at an exercise price of
$3.15 per share. Dr. Cvitkovic has also been granted an additional warrant
of 100,000 shares of Access’ Common Stock at an exercise price of $3.15
that vests during 2009.
|
(7)
|
Includes
presently exercisable options for the purchase of 32,200 shares of Access’
Common Stock pursuant to the 2005 Equity Incentive Plan, 12,500 shares of
Access’ Common Stock pursuant to the 1995 Stock Option Plan, and a warrant
to purchase 2,000 shares of Access’ Common Stock at an exercise price of
$24.80 per share.
|
(8)
|
Includes
warrants to purchase an aggregate of 4,167 shares of Access’ Common Stock,
8,333 shares of Common Stock issuable to him upon conversion of Series A
Preferred Stock and presently exercisable options for the purchase of
31,000 shares of Access’ Common Stock pursuant to the 2005 Equity
Incentive Plan.
|
(9)
|
Includes
presently exercisable options for the purchase of 113,542 shares of
Access’ Common Stock pursuant to the 2005 Equity Incentive Plan and 50,000
shares of Access’ Common Stock pursuant to the 1995 Stock Option
Plan.
|
(10)
|
Includes
presently exercisable options for the purchase of 113,542 shares of
Access’ Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(11)
|
Includes
presently exercisable options for the purchase of 113,542 shares of
Access’ Common Stock pursuant to the 2005 Equity Incentive Plan and 31,000
shares of Access’ Common Stock pursuant to the 1995 Stock Option
Plan.
|
(12)
|
SCO
Capital Partners LLC, SCO Capital Partner LP, Beach Capital LLC and SCO
Financial Group's address is 1285 Avenue of the Americas, 35th
Floor, New York, NY 10019. SCO Capital Partners LLC and affiliates (SCO
Capital Partners LP, Beach Capital LLC and SCO Financial Group) are known
to beneficially own an aggregate of 3,485,242 shares of Access’ Common
Stock, warrants to purchase an aggregate of 6,053,287 shares of Access’
Common Stock and 7,077,100 shares of Common Stock issuable upon conversion
of Series A Preferred Stock. Each of Mr. Rouhandeh, Mr. Davis and Mr.
Alvino, directors of Access and Mr. Rouhandeh and Mr. Davis are executives
of SCO Capital Partners LLC and disclaim beneficial ownership of such
shares except to the extent of their pecuniary interest
therein.
|
(13)
|
Larry
N. Feinberg is a partner in Oracle Partners, L.P. His address is c/o
Oracle Partners, L.P., 200 Greenwich Avenue, 3rd
Floor, Greenwich, CT 06830. Oracle Partners, L.P. and affiliates (Oracle
Institutional Partners, L.P., Oracle Investment Management, Inc., Sam
Oracle Fund, Inc. and Mr. Feinberg) are known to beneficially own an
aggregate of 493,593 shares of Access’ Common Stock, warrants to purchase
an aggregate of 728,850 shares of Access’ Common Stock and Series A
Preferred Stock which may be converted into an aggregate of 1,457,699
shares of Access’ Common Stock.
|
(14)
|
Lake
End Capital LLC’s address is 1285 Avenue of the Americas, 35th
Floor, New York, NY 10019. Lake End Capital LLC is known to beneficially
own an aggregate of 335,575 shares of Access’ Common Stock, warrants to
purchase an aggregate of 777,026 shares of Access’ Common Stock and
793,067 shares of Common Stock issuable to them upon conversion of Series
A Preferred Stock.
|
(15)
|
Does
not include shares held by SCO Securities LLC and
affiliates.
|
Types of Fees
|
2008
|
2007
|
||
Audit
Fees (1)
|
$107,000
|
$ 110,000
|
||
Audit
Related Fees (2)
|
-
|
-
|
||
Tax
Fees (3)
|
-
|
-
|
||
All
Other Fees (4)
|
31,000
|
44,000
|
(1)
|
Audit
fees for 2008 and 2007 were for professional services rendered for the
audit of the Company’s financial statements for the fiscal year and
reviews of the Company’s quarterly financial statements included in its
Form 10-Q filings.
|
||
(2)
|
Audit-related
fees include professional services related to the audit of our financial
statements, such as consultation on accounting standards or
transactions.
|
||
(3)
|
Tax
fees are for professional services rendered for tax compliance, tax advice
and tax planning.
|
||
|
(4)
|
|
All
other fees are for services related to our registration statements on Form
S-4, Form SB-2 and Form S-8 and financing
transactions.
|
|
Salary
($)
|
Option
|
All
Other
|
|
||||||||||||||
Name and
Principal Position
|
Year
|
(1)
|
Awards ($)
(2)
|
Compensation
(3)
|
Total
($)
|
|||||||||||||
Jeffrey B. Davis (4)
|
2008
|
$ | 266,076 | $ | - | $ | - | $ | 266,076 | |||||||||
CEO
|
||||||||||||||||||
David P. Nowotnik, Ph.D.
|
2008
|
$ | 253,620 | $ | 136,977 | $ | 12,225 | $ | 402,822 | |||||||||
Senior Vice President
Research
|
2007
|
253,620 | - | 12,225 | 265,845 | |||||||||||||
and Development
|
||||||||||||||||||
Phillip S. Wise
|
2008
|
$ | 200,000 | $ | 136,977 | $ | 9,876 | $ | 346,853 | |||||||||
Vice President, Business
|
2007
|
200,000 | - | $ | 9,876 | 209,876 | ||||||||||||
Development
|
||||||||||||||||||
Stephen B. Thompson
|
2008
|
$ | 154,080 | $ | 136,977 | $ | 7,612 | $ | 298,669 | |||||||||
Vice President, Chief Financial
Officer
|
2007
|
154,080
|
-
|
7,427
|
161,507
|
(1)
|
Includes
amounts deferred under our 401(k)
Plan.
|
(2)
|
The
value listed in the above table represents the fair value of the options
granted in prior years that was recognized in 2008 and 2007 under FAS
123R. Fair value is calculated as of the grant date using a Black-Scholes
option-pricing model. The determination of the fair value of share-based
payment awards made on the date of grant is affected by our stock price as
well as assumptions regarding a number of complex and subjective
variables. Our assumptions in determining fair value are described in note
10 to our audited financial statements for the year ended December 31,
2008, included in our Annual Report on Form
10-K.
|
(3)
|
Amounts
reported for fiscal years 2008 and 2007 consist of: (i) amounts we
contributed to our 401(k) Plan with respect to each named individual, and
(ii) amounts we paid for group term life insurance for each named
individual.
|
(4)
|
Jeffrey
B. Davis became our Chief Executive Officer effective December 26, 2007
and his salary began to accrue as of the date of his employment agreement
which was January 4, 2008.
|
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of
Securities
Underlying Unexercised
Options
(#) Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise
Price
($)(1)
|
Option
Expiration
Date
|
Jeffrey
B. Davis (2)
|
25,000
|
-
|
-
|
0.63
|
08/17/16
|
David
P. Nowotnik, Ph.D. (3)
|
-
100,000
7,167
5,000
7,000
10,000
10,000
10,000
|
50,000
-
833
-
-
-
-
-
|
-
|
3.00
0.63
11.60
29.25
10.10
18.65
12.50
10.00
|
05/21/18
08/17/16
05/23/15
01/23/14
01/30/13
03/22/12
03/01/10
07/20/09
|
Phillip
S. Wise (5)
|
-
100,000
|
50,000
-
|
-
|
3.00
0.63
|
05/21/18
08/17/16
|
Stephen
B. Thompson (3)
|
-
100,000
4,479
3,000
4,000
6,000
9,000
4,000
|
50,000
-
521
-
-
-
-
-
|
-
|
3.00
0.63
11.60
29.25
10.10
18.65
12.50
10.00
|
05/21/18
08/17/16
05/23/15
01/23/14
01/30/13
03/22/12
03/01/10
07/20/09
|
(1)
|
On
December 31, 2008, the closing price of our Common Stock as quoted on the
OTC Bulletin Board was $0.99.
|
(2)
|
Jeffrey
B. Davis became our Chief Executive Officer effective December 26, 2007
and his employment agreement started January 4, 2008. The options included
in this table were granted to him as a director before he became CEO. Mr.
Davis does not have any stock options granted to him as
CEO.
|
(3)
|
Dr.
Nowotnik’s options to purchase 8,000 shares of common stock will be fully
vested in April 2009. His options to purchase 50,000 shares of common
stock will be fully vested in April 2012. His options to purchase 833
shares of common stock are fully vested in April
2009.
|
(5)
|
Mr.
Wise’s options to purchase 50,000 shares of common stock will be fully
vested in April 2012.
|
(4)
|
Mr.
Thompson’s options to purchase 5,000 shares of common stock will be fully
vested in April 2009. His options to purchase 50,000 shares of common
stock will be fully vested in April 2012. His options to purchase 521
shares of common stock are fully vested in April
2009.
|
[ ]
|
FOR
ALL NOMINEES
|
Nominees:
|
Steven
H. Rouhandeh
|
Class
2 – 3 Year Term
|
||
Stephen
B. Howell
|
Class
2 – 3 Year Term
|
|||||
David
P. Luci
|
Class
2 – 3 Year Term
|
|||||
[ ]
|
WITHHOLD
AUTHORITY
|
|||||
FOR
ALL NOMINEES
|
||||||
[ ]
|
FOR
ALL NOMINEES EXCEPT
|
|||||
(see
instructions below)
|
2.
|
Proposal
to ratify the appointment
|
||||||
of
Whitley Penn LLP as our independent
|
|||||||
registered
public accounting firm
|
FOR
|
AGAINST
|
ABSTAIN
|
||||
for
the fiscal year ending December 31, 2009.
|
[ ]
|
[ ]
|
[ ]
|
||||
3.
|
To
consider and act upon any other matters which
|
||||||
may
properly come before the Meeting or any
|
FOR
|
AGAINST
|
ABSTAIN
|
||||
postponement
or adjournment thereof.
|
[ ]
|
[ ]
|
[ ]
|
NOTE:
|
Please sign exactly
as name or names appear on this Proxy. When shares are held jointly each
holder must sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If 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.
|