|
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 two Class 3 Directors to hold office for a term of three years and
until their successors are elected and
qualified.
|
2.
|
To
amend the Company’s 2005 Equity Incentive Plan to increase the number of
shares of common stock reserved for issuance
thereunder.
|
3.
|
To
ratify the appointment of Whitley Penn LLP as our independent registered
public accounting firm for the fiscal year ending December 31,
2010.
|
4.
|
To
transact such other business as may properly come before the Meeting or
any postponements or adjournments
thereof.
|
TABLE
OF CONTENTS
|
||
Page Number
|
||
Notice
of Annual Meeting of Stockholders
|
||
Proxy
Statement
|
1
|
|
Corporate
Governance
|
3
|
|
Committees
of the Board of Directors
|
5
|
|
Compensation
of Directors
|
6
|
|
Security
Ownership
|
10
|
|
Executive
Compensation
|
11
|
|
Compensation
Committee Discussion on Executive Compensation
|
14
|
|
Proposals
to be Voted Upon
|
||
Proposal
1 – Election of Directors
|
15
|
|
Mark
J. Ahn, Ph. D. Age:47 Director since 2006
|
||
Mark
J. Alvino Age:41 Director since 2006
|
||
Proposal
2 – Proposed Amendment of the Company’s 2005 Equity Incentive
Plan
|
20
|
|
Proposal
3 – Ratification of Appointment of Independent Registered Public
Accounting Firm
|
22
|
|
Name
|
Age
|
Title
|
|||||
Steven
H. Rouhandeh
|
53
|
Chairman
of the Board*
|
|||||
Jeffrey
B. Davis
|
47
|
Chief
Executive Officer, Director*
|
|||||
Esteban
Cvitkovic , M.D.
|
60
|
Vice
Chairman – Europe
|
|||||
Mark
J. Ahn, Ph.D.
|
47
|
Director
|
|||||
Mark
J. Alvino
|
41
|
Director
|
|||||
Stephen
B. Howell, M.D.
|
65
|
Director
|
|||||
David
P. Nowotnik, Ph.D.
|
61
|
Senior
Vice President Research & Development
|
|||||
Frank
A. Jacobucci
|
48
|
Vice
President, Sales and Marketing
|
|||||
Phillip
S. Wise
|
51
|
Vice
President, Business Development & Strategy
|
|||||
Stephen
B. Thompson
|
56
|
Vice
President, Chief Financial Officer, Treasurer,
|
|||||
Secretary
|
|
*
|
Appointed
to the board of directors by SCO Capital Partners LLC (“SCO”) pursuant to
a Director Designation Agreement between SCO and
Access.
|
Name
|
Fees
earned or
Paid
in Cash ($)
|
Stock
Awards ($)
|
Option
Awards
($)(1)
|
All
Other
Compensation
($)
|
Total
($)
|
Mark
J. Ahn, PhD (2)
|
-
|
-
|
40,000
|
-
|
40,000
|
Mark
J. Alvino (3)
|
-
|
-
|
40,000
|
-
|
40,000
|
Esteban
Cvitkovic, MD (4)
|
-
|
-
|
115,000
|
132,000
|
247,000
|
Jeffrey
B. Davis (5)
|
-
|
-
|
-
|
-
|
-
|
Stephen
B. Howell, MD (6)
|
-
|
-
|
40,000
|
-
|
40,000
|
David
P. Luci (7)
|
-
|
265,000
|
52,000
|
83,000
|
400,000
|
Steven
H. Rouhandeh (8)
|
-
|
-
|
-
|
-
|
-
|
|
(1)
|
|
The
value listed represents the fair value of the options recognized as
expense under ASC 718 during 2009, including unvested options granted
before 2009 and those granted in 2009. 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 11 to our audited financial
statements for the year ended December 31, 2009, included in our Annual
Report on Form 10-K.
|
(2)
|
Represents
expense recognized in 2009 in respect of options to purchase 35,000 shares
of our Common Stock based on a grant date fair value of $40,000. Dr. Ahn
has options to purchase 66,000 shares of our Common Stock at December 31,
2009.
|
||
(3)
|
Represents
expense recognized in 2009 in respect of options to purchase 35,000 shares
of our Common Stock based on a grant date fair value of $40,000. Mr.
Alvino has options to purchase 66,000 shares of our Common Stock at
December 31, 2009.
|
||
(4)
|
Represents
expense recognized in 2009 in respect of options to purchase 100,000
shares of our Common Stock based on a grant date fair value of $115,000.
Includes $132,000 Dr. Cvitkovic received for scientific consulting
services in 2009. Dr. Cvitkovic has options to purchase 156,000 shares of
our Common Stock and warrants to purchase 200,000 of our Common Stock at
December 31, 2009.
|
||
(5)
|
Mr.
Davis served as our CEO during 2009 and did not receive board fees or
options. Mr. Davis’ salary and employment agreement are discussed 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, 2009.
|
||
(6)
|
Represents
expense recognized in 2009 in respect of options to purchase 35,000 shares
of our Common Stock based on a grant
|
date fair value of $40,000. Dr. Howell has options to purchase 79,700 shares of our Common Stock at December 31, 2009. | |||
(7)
|
Represents
expense recognized in 2009 in respect to 66,667 shares of Common Stock
received on June 1, 2009 based on a fair value of $181,000 per Mr. Luci’s
consulting agreement. Also represents expense recognized in 2009 in
respect to 60,000 shares of Common Stock received due to the termination
of his employment agreement with MacroChem Corporation based on a fair
value of $84,000. Represents expense recognized in 2009 in respect of
options to purchase 45,000 shares of our Common Stock based on a grant
date fair value of $52,000. Includes $83,000 Mr. Luci received for
business consulting services to Access in 2009. Mr. Luci has options to
purchase 76,000 shares of our Common Stock at December 31, 2009. He also
has warrants to purchase 4,167 shares of our Common Stock at December 31,
2009. Mr. Luci resigned as director February 12, 2009.
|
||
(8)
|
Mr.
Rouhandeh does not have any options or warrants outstanding at December
31, 2009. See also the Security Ownership of Certain Beneficial Owners and
Management.
|
|
Fair
Value
|
|||||||||||||||
of
exercisable
|
||||||||||||||||
Consulting
|
Office
|
Expense
|
Options
/
|
|||||||||||||
Year
|
Fees
|
Expenses
|
Reimbursement
|
Warrants
|
||||||||||||
2009
|
$ | 132,000 | $ | 18,000 | $ | 10,000 | $ | 86,000 | ||||||||
2008
|
$ | 320,000 | $ | 30,000 | $ | 71,000 | $ | 164,000 |
Consulting
|
Expense
|
|||||||
Year
|
Fees
|
Reimbursement
|
||||||
2008
|
$ | 31,000 | $ | 3,000 |
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))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans
|
||||||||||||
approved
by security
|
||||||||||||
holders:
|
||||||||||||
2005
Equity Incentive Plan
|
1,435,237 | $ | 1.99 | 1,408,851 | ||||||||
1995
Stock Awards Plan
|
103,000 | 15.89 | - | |||||||||
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
|
1,638,237 | $ | 2.92 | 1,811,669 | ||||||||
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)
|
36,000
|
*
|
-
|
*
|
36,000
|
*
|
Mark
J. Ahn, Ph. D. (4)
|
66,000
|
*
|
-
|
*
|
66,000
|
*
|
Mark
J. Alvino (5)
|
66,000
|
*
|
-
|
*
|
66,000
|
*
|
Esteban
Cvitkovic, M.D. (6)
|
356,000
|
2.3%
|
-
|
*
|
356,000
|
1.4%
|
Stephen
B. Howell, M.D. (7)
|
89,422
|
*
|
-
|
*
|
89,422
|
*
|
David
P. Nowotnik, Ph.D. (8)
|
245,436
|
1.6%
|
-
|
*
|
245,436
|
*
|
Phillip
S. Wise (9)
|
119,794
|
*
|
-
|
*
|
119,794
|
*
|
SCO
Capital Partners LLC, SCO Capital Partners LP, and Beach Capital LLC (10)
|
9,535,087
|
44.5%
|
7,077,100
|
71.1%
|
16,612,187
|
52.9%
|
Larry
N. Feinberg (11)
|
1,222,443
|
7.6%
|
1,457,699
|
14.7%
|
2,680,142
|
10.3%
|
Lake
End Capital LLC (12)
|
1,059,601
|
6.6%
|
793,067
|
8.0%
|
1,852,668
|
7.1%
|
All
Directors and Executive
Officers
as a group
(consisting
of 8 persons) (13)
|
978,652
|
6.0%
|
-
|
*
|
978,652
|
3.7%
|
(1)
|
Includes
our 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 20,
2010.
|
(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,
1325 Avenue of the Americas, 27th 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 3,481,800 shares of our
Common Stock, warrants to purchase an aggregate of 6,053,287 shares of our
Common Stock and 7,077,100 shares of Common Stock issuable upon conversion
of Series A Cumulative Convertible Preferred Stock. Mr. Rouhandeh
disclaims beneficial ownership of all such shares except to the extent of
his pecuniary interest therein.
|
(3)
|
Mr.
Davis is known to beneficially own an aggregate of 7,333 shares of our
Common Stock, presently exercisable options for the purchase of 25,000
shares of our Common Stock pursuant to the 2005 Equity Incentive Plan and
3,667 shares of Common Stock underlying warrants held by Mr. Davis. 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, 1325
Avenue of the Americas, 27th Floor, New York, NY 10019. SCO Securities LLC
and affiliates (SCO Capital Partners LP and Beach Capital LLC) are known
to beneficially own 3,481,800 shares of our Common Stock, warrants to
purchase an aggregate of 6,053,287 shares of our Common Stock and
7,077,100 shares of Common Stock issuable upon conversion of Series A
Cumulative Convertible 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 66,000 shares of our
Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(5)
|
Includes
presently exercisable options for the purchase of 66,000 shares of our
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. SCO Securities LLC and affiliates (SCO Capital
Partners LP and Beach Capital LLC) are known to beneficially own 3,481,800
shares of our Common Stock, warrants to purchase an aggregate of 6,053,287
shares of our Common Stock and 7,077,100 shares of Common Stock issuable
upon conversion of Series A Cumulative Convertible Preferred Stock. 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 156,000 shares of our
Common Stock pursuant to the 2005 Equity Incentive Plan and a warrant to
purchase 200,000 shares of our Common Stock at an exercise price of $3.15
per share.
|
(7)
|
Dr.
Howell is known to beneficially own an aggregate of 9,722 shares of our
Common Stock, presently exercisable options for the purchase of 67,200
shares of our Common Stock pursuant to the 2005 Equity Incentive Plan and
12,500 shares of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(8)
|
Dr.
Nowotnik is known to beneficially own an aggregate of 17,516 shares of our
Common Stock, presently exercisable options for the purchase of 197,920
shares of our Common Stock pursuant to the 2005 Equity Incentive Plan and
30,000 shares of our Common Stock pursuant to the 1995 Stock Option
Plan.
|
(9)
|
Includes
presently exercisable options for the purchase of 119,794 shares of our
Common Stock pursuant to the 2005 Equity Incentive
Plan.
|
(10)
|
SCO
Capital Partners LLC, SCO Capital Partner LP, Beach Capital LLC and SCO
Financial Group's address is 1325 Avenue of the Americas, 27th
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 3,481,800 shares of our Common Stock,
warrants to purchase an aggregate of 6,053,287 shares of our Common Stock
and 7,077,100 shares of Common Stock issuable upon conversion of Series A
Cumulative Convertible 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.
|
(11)
|
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 our Common Stock, warrants to purchase an
aggregate of 728,850 shares of our Common Stock and Series A Cumulative
Convertible Preferred Stock which may be converted into an aggregate of
1,457,699 shares of our Common
Stock.
|
(12)
|
Lake
End Capital LLC’s address is 1325 Avenue of the Americas, 27th
Floor, New York, NY 10019. Lake End Capital LLC is known to beneficially
own an aggregate of 335,575 shares of our Common Stock, warrants to
purchase an aggregate of 724,026 shares of our Common Stock and 793,067
shares of Common Stock issuable to them upon conversion of Series A
Cumulative Convertible Preferred
Stock.
|
(13)
|
Does
not include shares held by SCO Securities LLC and
affiliates.
|
Name and Principal Position
|
Year
|
Salary ($)
(1)
|
Option
Awards ($)
(2)
|
All Other Compensation (3)
|
Total ($)
|
|||||||||||||||
Jeffrey
B. Davis
Chief
Executive Officer
|
2009
2008
|
$
|
170,000
266,076
|
$
|
-
-
|
$
|
-
-
|
$
|
170,000
266,076
|
|||||||||||
David
P. Nowotnik, Ph.D.
Senior
Vice President Research
and
Development
|
2009
2008
|
$
|
175,675
253,620
|
$
|
87,117
136,977
|
$
|
6,307
12,225
|
$
|
269,099
402,822
|
Phillip
S. Wise
Vice
President, Business
Development
|
2009
2008
|
$
|
200,000
200,000
|
$
|
-
136,977
|
$
|
5,209
9,876
|
$
|
205,209
346,853
|
(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 2009 and 2008 under ASC 718
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
11 to our audited financial statements for the year ended December 31,
2009, included in our annual report on Form
10-K.
|
(3)
|
Amounts
reported for fiscal years 2009 and 2008 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.
|
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)
|
75,000
19,791
100,000
8,000
5,000
7,000
10,000
|
-
30,209
-
-
-
-
-
|
-
|
1.38
3.00
0.63
11.60
29.25
10.10
18.65
|
05/27/19
05/21/18
08/17/16
05/23/15
01/23/14
01/30/13
03/22/12
|
Phillip
S. Wise (4)
|
19,791
100,000
|
30,209
-
|
-
|
3.00
0.63
|
05/21/18
08/17/16
|
(1)
|
On
December 31, 2009, the closing price of our Common Stock as quoted on the
OTC Bulletin Board was $3.29.
|
(2)
|
Jeffrey
B. Davis’ 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 50,000 shares of common stock will be fully
vested in April 2012.
|
(4)
|
Mr.
Wise’s options to purchase 50,000 shares of common stock will be fully
vested in April 2012.
|
·
|
a
bonus payable in cash related to the attainment of reasonable performance
goals specified by the Board;
|
·
|
options
to purchase 200,000 shares of our Common Stock at an exercise price of
$2.79 per share, with one third options vesting on February 1, 2011 and
the remaining two thirds options vesting ratably on February 1, 2012 and
February 1, 2013;
|
·
|
stock
options issued from time to time at the discretion of the
Board;
|
·
|
disability
benefits up to six months; and
|
·
|
medical
insurance, term life insurance of $250,000 and long-term disability
insurance.
|
·
|
a
bonus payable in cash and Common Stock related to the attainment of
reasonable performance goals specified by the
Board;
|
·
|
stock
options at the discretion of the
Board;
|
·
|
long-term
disability insurance to provide compensation equal to at least $60,000
annually; and
|
·
|
term
life insurance coverage of
$254,000.
|
·
|
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 Exchange Commission.
|
Types of Fees
|
2009
|
2008
|
||||||
Audit
Fees (1)
|
$ | 112,000 | $ | 107,000 | ||||
All
Other Fees (2)
|
74,000 | 31,000 |
(1)
|
Audit
fees for 2009 and 2008 were for professional services rendered for the
audit of our financial statements for the fiscal year and reviews of our
quarterly financial statements included in our Form 10-Q
filings.
|
||
|
(2)
|
|
All
other fees are for services related to our registration statements on
Forms S-1, S-4 and S-8 and SB-2, and acquisition
audits.
|
[ ]
|
FOR
ALL NOMINEES
|
Nominees:
|
Mark
J. Ahn, Ph. D.
|
Class
3 – 3 Year Term
|
|||
Mark
J. Alvino
|
Class
3 – 3 Year Term
|
||||||
[ ]
|
WITHHOLD
AUTHORITY
|
||||||
FOR
ALL NOMINEES
|
|||||||
[ ]
|
FOR
ALL NOMINEES EXCEPT
|
||||||
(see
instructions below)
|
|||||||
2
|
Proposal
to amend our 2005 Equity Incentive Plan,
|
|||
to
increase the number of shares authorized
|
FOR
|
AGAINST
|
ABSTAIN
|
|
for
issuance.
|
[ ]
|
[ ]
|
[ ]
|
|
|
||||
3
|
Proposal
to ratify the appointment
|
|||
of
Whitley Penn LLP as our independent
|
||||
registered
public accountant
|
FOR
|
AGAINST
|
ABSTAIN
|
|
for
the fiscal year ending December 31, 2010.
|
[ ]
|
[ ]
|
[ ]
|
|
4
|
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.
|