ARENA RESOURCES, INC.
NOTICE OF ANNUAL SHAREHOLDER MEETING
The undersigned Chairman of the Board of Arena Resources, Inc. cordially
invites you to attend an Annual Shareholder Meeting to be held on JULY 23, 2003
at 10:00 A.M. at the Doubletree Hotel at Warren Place in the Dallas Room, 6110
S. Yale, Tulsa, Oklahoma 74136.
The specific matters to be voted upon at this meeting are set out in more
detail in the enclosed Proxy Statement and other materials which should be
reviewed by you whether you wish to vote by proxy (by returning the enclosed
ballot) or you wish to appear in person and vote on the following matters:
(1) Election of Directors
(2) Appointment of Auditors
(3) Adoption of Executive Stock Option Incentive Program
If you cannot attend the meeting in person, please sign and return the
enclosed Proxy Ballot in the enclosed envelope by July 19th so that your vote
can be counted as the meeting. If you have any questions which are not
addressed or answered by the enclosed Proxy Statement and other materials, you
are welcome to call the corporation at its corporate offices: (918) 747-6060 and
speak with Mr. Randy Broaddrick, who is the Shareholder Liaison Officer for the
purposes of this meeting.
Dated this ____ day of July, 2003.
______________________________
Mr. Stanley McCabe
Chairman of the Board
PROXY STATEMENT
ARENA RESOURCES, INC.
(A Nevada Corporation)
2003 ANNUAL MEETING OF SHAREHOLDERS
July 23, 2003
General Information & Incorporation by Reference:
THIS PROXY STATEMENT IS BEING MAILED TO ALL SHAREHOLDERS OF RECORD IN
CONNECTION WITH THE SOLICITATION OF THEIR VOTE BY THE BOARD OF DIRECTORS OF
ARENA RESOURCES, INC. (the Company or Arena) with regard to the Annual Meeting
to be held on July 23, 2003 at 10:00 a.m. at the Doubletree Hotel at Warren
Place in the Dallas Room, 6110 S. Yale, Tulsa, Oklahoma 74136. This Proxy
Statement should be reviewed in connection with the enclosed copy of the Annual
Report filed on SEC Form 10-KSB dated December 31, 2002 and the 10-QSB Quarterly
Report for the period ending March 31, 2003.
VARIOUS ITEMS OF IMPORTANT INFORMATION AND ACCOUNTING FOR THE COMPANY
RELATED TO THIS PROXY STATEMENT ARE SET-OUT IN THE ANNUAL REPORT ON FORM 10-KSB
AND QUARTERLY REPORT ON FORM 10-QSB. SUCH DETAILED INFORMATION MAY BE RELEVANT
IN REVIEWING THIS PROXY STATEMENT, BUT IS NOT REPEATED IN THIS DOCUMENT.
ACCORDINGLY, EACH SHAREHOLDER SHOULD REFER TO THE FORM 10-KSB and 10-QSB BEFORE
COMPLETING THEIR PROXY BALLOT.
Proxies voted in accordance with the accompanying ballot form, which are
properly executed and received by the Secretary to the Company prior to the
Annual Meeting, will be voted.
Revocability of Proxy
A shareholder returning the enclosed proxy ballot has the power to revoke
it at any time before it is exercised and may do so by written notice to the
Secretary of the Company at the address set forth above, effective upon receipt
of such written notice, or by voting in person at the Annual Meeting.
Attendance at the Annual Meeting, in and of itself, will not constitute
revocation of a proxy.
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Solicitation and Voting Procedures
This proxy is being solicited on behalf of management and should be
understood to reflect the current views and positions of management of Arena on
any matter presented. The record date for the determination of shareholders
entitled to vote at the Annual Meeting is the close of business on July 1, 2003.
There were issued, outstanding and entitled to vote on such date 6,843,577
shares of the authorized common stock. The Company has only one class of Common
Shares, each of which is entitled to one vote. The Company also has a class of
non-voting preferred shares of which none are issued and which are not deemed
material to this proxy solicitation. The Company does not have cumulative
voting. Accordingly, each shareholder must vote all of his shares on each
separate ballot proposal or nominee, or abstain from voting on that item. The
Company will bear all costs of this proxy solicitation.
Shares entitled to vote will be determined based upon the official
shareholder record of July 1, 2003. Actual votes cast will be determined by the
physical counting of votes in person or proxy by the Inspector of Elections to
be appointed prior to the meeting by the Board of Directors. Any dispute as to
votes or entitlement to vote will be decided by majority vote of the Board of
Directors. Abstentions and broker non-votes will not be counted for either
quorum or ballot purposes.
As to each item to be voted upon in this Proxy, a numerical majority of the
issued and outstanding shares must be present or voted by Proxy at the meeting.
Each proposal to be voted upon will only be adopted by a majority vote of shares
voted at the meeting, provided a majority of the outstanding shares constituting
a quorum is present. That is, each item will be adopted by an affirmative vote
of not less than 3,421,789 shares, or a greater majority of those shares present
as otherwise determined by the Inspector of Elections.
There are no matters to be voted upon as described by this Proxy upon which
management will proceed absent majority shareholder approval as described above.
Voting Securities & Principal Shareholders
The Company knows of no person or group, except the following officers and
directors, which, as of the date of this Proxy Statement, beneficially owns and
has the right to vote 5% or more of the Company's Common Stock.
The following table sets-out all shares held by any officer, director or
key employee of Arena:
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SHAREHOLD SUMMARY INFORMATION AS TO
DIRECTORS & EXECUTIVE OFFICERS
Number of Percentage Warrant or
Director/ Shares of Issued Option Rights
Officer (Beneficial and For Shares*
Name Position Since & Legal) Outstanding
--------------------------------------------------------------------------------------
Lloyd Tim Director/CEO 9/2000 1,287,600 20% 125,000
Rochford President
Stanley McCabe Director/Treas. 9/2000 1,138,000 18% 125,000
Secretary &
Chairman of the
Board
Charles Director 9/2000 -0- -0- 50,000
Crawford
William R. Vice-President 2/2002 4,500 Neg. 250,000
Broaddrick CFO
Robert J. Director/Vice- 2/2003 136,340 2% 50,000
Morley President of
Investor
Relations
Chris V. Director, Chair 2/2003 100 Neg. 50,000
Kemendo, Jr. of the Audit
Committee
*As set-out in the above table, each of the directors and certain officers have
been granted option rights to acquire shares in the company as part of an
executive compensation program, but subject to ratification as part of this
proxy solicitation. Assuming the executive stock option compensation program is
ratified by the shareholders pursuant to the annual meeting, each of the
directors, officers and key employees listed in the table above will be entitled
to acquire future shares upon the exercise of the option rights under certain
conditions. The specific terms of these option rights and their exercise are
set-out below. Not shown in the above table are two key employees who also have
options to acquire 350,000 shares: Mr. Phillip W. Terry, 250,000 shares subject
to option rights, and Mr. Raymond Estep, 100,000 shares subject to option
rights.
THERE IS NO OBLIGATION ON ANY PERSON RECEIVING EXECUTIVE STOCK OPTIONS TO
EXERCISE THE OPTIONS UNDER ANY CONDITIONS OR AT ANY TIME. CONSEQUENTLY, EACH
PERSON REVIEWING THIS PROXY SOLICITATION STATEMENT SHOULD UNDERSTAND THAT THERE
IS NO ASSURANCE OR WARRANTY THESE OPTIONS WILL BE EXERCISED.
In addition to the above described option rights, Arena as of July 1, 2003
has outstanding warrants to acquire up to 1,169,523 shares of its common stock
if exercised. Arena is also engaged in a private placement of units which could
result in up to an additional 379,706 new shares and warrants exercisable for
the same number of shares, if fully closed and exercised; plus an additional
37,791 in warrants for the same number of shares. The company is also
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currently contemplating a public offering of warrants and shares sold as units,
but does not have any fixed offering amount as of the date of this proxy.
EXECUTIVE COMPENSATION
Required information concerning remuneration and other compensation to
officers is set-out in the enclosed 10-KSB Report and incorporated by this
reference. No change in executive compensation has occurred since the filing of
the last 10-KSB Report, except that Mr. William R. Broaddricks annual salary in
2003 was increased to $47,500 effective March 1, 2003 from $45,000.
PROPOSED DIRECTOR REMUNERATION
During the current fiscal year, the Company intends to compensate directors
who are on the audit committee with a stipend of $500/month and all other
directors at $400 /month. No changes are currently contemplated in directors
compensation. Directors receive no salary as directors.
INDEPENDENT AUDITORS
The Company has retained as its independent auditors the Salt Lake City
firm of Hansen, Barnett & Maxwell since its inception in August, 2000. It is
proposed by management, as part of this proxy solicitation, that shareholders
ratify the continued appointment of our independent auditors until the next
annual meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain significant relationships and related transactions are set-out in
the enclosed 10-KSB Report and incorporated by this reference.
NEW EXECUTIVE STOCK OPTION INCENTIVE PROGRAM
The Board of Directors of Arena adopted in March, 2003 an executive stock
option incentive program which is generally described in the note to the
preceding table on Sharehold Summary Information as to Directors and Executive
Officers.
In essential terms, the proposed stock option program provides for the
vesting of the right to acquire stock in the Company through the exercise of a
stock option by certain key employees, officers and directors as determined by
the Board of Directors. The Company has reserved and made available 1,000,000
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shares of common stock to the following individuals, which is subject to this
program under the following terms and conditions:
Shares Subject
to Option Date of
Name Officer/Employee Position Subscription Subscription
----------------------------------------------------------------------------------------
1. Lloyd T. Rochford Director/CEO 125,000 April, 2003
2. Stanley McCabe Director/Chairman of
the Board 125,000 April, 2003
3. William R. Broaddrick V.P./CFO 250,000 April, 2003
4. Robert J. Morley Director/Vice-President 50,000 April, 2003
5. Charles Crawford Director 50,000 April, 2003
6. Chris V. Kemendo, Jr. Director 50,000 April, 2003
7. Phillip W. Terry Employee 250,000 April, 2003
8. Raymond H. Estep Employee 100,000 April, 2003
. Options to acquire shares are determined and offered independently by
the Board without any obligation to create option rights;
. Options issued by entry into stock option subscription by officer,
director or employee upon invitation of the Board;
. Designated restricted shares to be acquired under stock option
subscription are exercisable at $3.70/share through April 1, 2008;
. Option rights are non-transferrable and may not be pledged,
hypothecated or assigned;
. Option right is not exercisable if holder is not a full-time employee
at the time of exercise, and has been such for not less than 11
months;
. Option may be exercised for 20% of the stock subject to the option
upon each anniversary date of the option right;
. The Option is not part of a tax qualified stock option plan.
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General
Stock Options are a form of compensation. Generally, stock options are
given without cost to officers, directors or key employees both as a reward for
past services as well as an incentive for future activities on the employers
behalf. The stock options of Arena were granted to officers, directors or key
employees (optionees) without any cost to the employee at the time of the option
grant.
Tax Consequences To Arena
Arena will be allowed to deduct the value of the option as a business
expense (i.e. compensation) in the tax year in which the option is properly
included in the gross income of the optionee. Since the Arena options are not
otherwise deemed includible in the optionees income when granted (see below),
the deduction would be allowed in the year that the options are actually
exercised by the optionee.
The value of the option (for purposes of the employers tax deduction) is
the difference between the current fair market value of the stock less the
actual consideration (in the form of cash) that the optionee is required to pay
for each share of stock acquired at the option exercise price ($3.70/share).
This is an unqualified plan in that the option rights are not being issued
pursuant to certain Internal Revenue Service (IRS) guidelines which would insure
certain favorable tax treatment to options granted under a qualified plan. Each
of the shares to be issued pursuant to the option will be restricted securities
to the optionee and will not be free-trading stock. Generally such stock would
have to be held by the person exercising the option and resold pursuant to a
qualified exemption from registration, principally SEC Rule 144, which in most
instances would require a minimal holding period of one year before the shares
could be resold under certain volume restrictions and filing requirements.
If the shareholders, pursuant to this proxy solicitation, do not approve
the issuance of these stock options to management, then the options will be
withdrawn and cancelled of record by Arena. If approved, shareholders will not
be deemed to any automatic disclosure of information relating to the future
exercise of such options other than as may be reported in the periodic filings
of the Company of sharehold interest of officers and directors which would, in
most instances, exclude options acquired by key employees who are not directors
or principal officers. Further, anyone holding 10% or more of the issued and
outstanding shares of the Company, or who is an officer or director, will be
required to file reports of such stock ownership which would reflect the future
6
exercise of the options, if any, on Forms 3, 4 or 5 as filed under the
Securities and Exchange Act of 1934. All of the periodic reports of the Company
and any filings of Forms 3, 4 or 5 by principal shareholders can be obtained and
viewed on the SEC website at sec.edgar.gov.
AUDIT COMMITTEE
The Company reports to shareholders that it has adopted a separate audit
committee to its Board of Directors as of February 1, 2003. The Companys
decision to adopt an audit committee is believed consistent with sound business
practices and was also mandated by certain federal legislative requirements.
The audit committee will function as an independent committee of the Board of
Directors to review the relationship of the Company to its independent auditors
and to independently review the sufficiency and adequacy of the internal
auditing process, as well as the auditing process carried on by the Companys
independent auditors. The committee has substantial independent authority to
recommend to the Board of Directors acceptance or rejection of any internal or
external auditing processes, procedures or reports. It will also be the
responsibility of the audit committee to recommend the continuation or
appointment of independent auditors for the Company. The audit committee has
other specific rights and prerogatives as adopted in its Audit Charter. A copy
of which Charter may be obtained by any shareholder, or other interested party,
by contacting the Company directly and requesting a copy of such Audit Charter.
MATTERS SUBJECT TO SHAREHOLDER VOTE
I.
ELECTION OF DIRECTORS
The Arena Board currently consists of Lloyd T. Rochford, Stanley McCabe,
Robert J. Morley, Charles Crawford and Chris V. Kemendo, Jr. Each director
will serve until the next annual meeting of shareholders, or until his successor
is duly elected and qualified. The following information is provided with
respect to each current director of the Company who are current nominees for re-
election.
BIOGRAPHICAL INFORMATION:
MR. LLOYD TIM ROCHFORD - DIRECTOR/CEO/PRESIDENT
Age: 56
Mr. Rochford has been active as an individual consultant and entrepreneur
in the oil and gas industry since 1973. In this capacity, he has primarily been
engaged in the organization and funding of private oil and gas drilling and
completion projects and ventures within the mid continent region of the United
States.
7
In 1990 Mr. Rochford was co-founder, director and CEO of a public company
known as Magnum Petroleum, Inc. (Magnum) which is listed on the New York Stock
Exchange. Subsequently, Magnum acquired Hunter Resources, Inc. in August, 1995.
Mr. Rochford served as Chairman of the Board of the combined companies from
August, 1995 - June, 1997. Since July, 1997, Mr. Rochford has primarily devoted
his time and efforts to individual oil and gas acquisition and development prior
to his commitment to participate in Arena Resources. In 1982, Mr. Rochford was
co-founder of Dana Niguel Bank, a publicly held California bank operation and
served as a director until 1994. Mr. Rochford attended various college level
courses in business from 1967-1970 in California.
MR. STANLEY McCABE - CHAIRMAN OF THE BOARD/SECRETARY/ TREASURER
Age: 71
From 1979 to 1989, Mr. McCabe was Chairman and CEO of Stanton Energy, Inc.,
a Tulsa, Oklahoma natural resource company specializing in contract drilling and
operation of oil and gas wells. In 1990, Mr. McCabe also became a co-founder
and subsequent officer and director of Magnum Petroleum, Inc., along with Mr.
Rochford as previously discussed. Subsequently, Mr. McCabe served as a director
of Magnum Hunter Resources, Inc., through December, 1996. Since January, 1997,
Mr. McCabe has been involved as an independent investor and developer of oil and
natural gas properties.
Mr. McCabe attended college courses at the University of Maryland,
primarily in business in 1961-1962.
MR. CHARLES CRAWFORD - DIRECTOR
Age: 50
For the past twenty-eight years from 1975 to present, Mr. Crawford has
served as an independent oil and gas exploration consultant to various private
and public oil and gas companies within the United States. He has acted as a
consultant to such firms as Texaco Corporation, Phillips Petroleum, Mid-
Continent and Energy as well as other regional and national companies primarily
acting in the mid-continent area.
Mr. Crawford is not presently affiliated with any private or public
companies other that his participation on the board of directors with Arena.
Mr. Crawford received a Masters Degree in geology from Miami University of
Ohio, in 1976. Mr. Crawford will serve the company on an as needed basis as an
outside director.
8
MR. ROBERT MORLEY - VICE-PRESIDENT OF INVESTOR RELATIONS
Age: 56
Mr. Morley graduated from California State University, Chico and taught at
the secondary level prior to becoming a registered Principal in 1973 with North
Pacific Securities, Inc. From 1985 to 1987, Mr. Morley was the National
Marketing Director for Adaptive Communications Systems, Inc. From 1988 to
present, Mr. Morley has been associated with Petro Consultants, Inc. in a
consulting capacity. Mr. Morley is currently on the Board of Directors and is
Senior Vice-President of Marketing for Freedom Door Company, Inc.
MR. CHRIS V. KEMENDO, JR. - DIRECTOR, CHAIRMAN AUDIT COMMITTEE
Age: 82
From 1989 to present, Mr. Kemendo has acted as an independent financial
business and accounting consultant to various clients. Mr. Kemendo is currently
on the Board of Directors and serves as Chairman of the audit committee of
Arena. Mr. Kemendo has 55 years of accounting experience. Mr. Kemendo
graduated from the University of Oklahoma and subsequently became a Certified
Public Accountant (CPA). From 1947 to 1957, Mr. Kemendo was a manager of Arthur
Young & Company, in charge of audit departments in Kansas City, Missouri,
Wichita, Kansas and Caracas, Venezuela. From 1957-1961, Mr. Kemendo served as
Controller and CFO for Rio Arriba. From 1961-1967, he was a partner of Fox and
Company, Certified Public Accountants. From 1967 to 1973, he served as
Executive Vice-President and CFO of LaBarge, Inc. From 1973 to 1979, Mr.
Kemendo was a partner at Daniel and Howard, Inc. From 1979-1982, he again
served as a partner at Fox and Company (now Grant Thornton, LLP). From 1982 to
1988, Mr. Kemendo was Executive Vice-President and Director at Fitzgerald,
DeArman and Roberts, Inc.
THE MANAGEMENT OF ARENA SOLICITS AND ENCOURAGES YOUR VOTE IN FAVOR OF EACH
OF THE FOREGOING NOMINEES TO THE COMPANYS CURRENT BOARD OF DIRECTORS. However,
space is provided in the enclosed proxy ballot for you to write-in the name of
any other person whom you may wish to nominate and vote for as an alternative
member of the Board of Directors.
II.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Auditors
The Board of Directors has appointed Hansen, Barnett & Maxwell as
independent certified public accountants for the Company to audit the financial
statements of the Company for the fiscal year ending December 31, 2003. The
appointment of Hansen, Barnett & Maxwell is subject to ratification of the
shareholders and a resolution for such ratification will be offered at the
9
Annual Meeting as is contained in the enclosed proxy ballot. Hansen, Barnett &
Maxwell have been acting as independent auditors for the Company for three
years and, both by virtue of there familiarity with the Company's affairs and
their ability as auditors, are considered by the Board as best qualified to
continue their performance of these functions. The present Board of Directors
recommends adoption of the resolution retaining the foregoing accounting firm as
independent auditors for the Company until the next annual meeting. The
foregoing accountants may have a representative present at the Annual Meeting
and have agreed to respond directly to any shareholder accounting questions sent
to their office at 5 Triad Center, Suite 750, Salt Lake City, UT 84180.
Audit Fees
Aggregate fees for professional services rendered by Hansen, Barnett &
Maxwell (Auditors) in connection with their audit of the Companys consolidated
financial statements as of and for the years ended December 31, 2002 and 2001
and their review of the Companys condensed consolidated interim financial
statements as of and for each of the quarterly periods ended March 31, 2002,
June 30, 2002, September 30, 2002 and March 31, 2003 were $17,535.
Hansen, Barnett & Maxwell did not provide any other services to the Company
that would have required approval by the audit committee of the Board of
Directors prior to those services being performed.
THE PRESENT BOARD URGES YOUR VOTE IN FAVOR OF THE RATIFICATION OF THE
CURRENT AUDITORS.
III.
APPROVAL OF EXECUTIVE STOCK OPTION INCENTIVE PROGRAM
The Executive Stock Option Program described above was implemented by the
Board of Directors to encourage excellence in service and continuation with the
Company of certain key officers, directors and employees. Management believes
that this Executive Stock Option Program is important and significant to the
Companys continued success and continued affiliation of key officers, directors
or employees. As a result, the Board would solicit your support in ratifying
and approving the Executive Stock Incentive Plan which will not be implemented,
except by majority approval of shareholders.
THE PRESENT BOARD URGES YOUR VOTE IN FAVOR OF RATIFICATION OF THE EXECUTIVE
STOCK OPTION INCENTIVE PROGRAM.
10
OTHER MATTERS
The Annual Meeting is called for the purposes set forth in the notice
thereof and generally described by this Proxy Statement. The Board of Directors
does not intend to present, and has not been informed that any other person
intends to present, any matters for action at the Annual Meeting other than
those specifically referred to in the Notice of Meeting and this Proxy
Statement. If any other matters are properly brought before the Annual Meeting,
it is the intention of the proxy holders to vote on such matters in accordance
with their judgment.
STOCKHOLDER PROPOSALS
There were no stockholders proposals submitted for consideration at this
Annual Meeting. Stockholder proposals intended to be considered at the next
Annual Meeting of Stockholders must be received by The Company no later than
December 31, 2003. Such proposals may be included in the next proxy statement if
they comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
Arenas directors, its executive officers, and any persons holding more than 10%
of the common stock are required to report their ownership of the common stock
and any changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established, and we are required
to report in this proxy statement any failure to file by such dates during 2002.
To our knowledge, all of these filing requirements were satisfied by our
directors, officers and 10% holders. In making these statements, Arena has
relied upon the written representations of its directors, officers and its 10%
holders and copies of the reports that they have filed with the Commission.
OTHER INFORMATION
FINANCIAL REPORTS & OTHER IMPORTANT DOCUMENTS
The financial reports for the Company's operations ending December 31,
2002, as attached to the 10-KSB and First Quarter 2003 on the enclosed 10-QSB
Report are delivered to shareholders and are considered an integral part of this
Proxy Statement and are incorporated by this reference. See also, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
enclosed 10-KSB Report which is also incorporated by this reference.
Dated: July ___, 2003.
BY ORDER OF THE BOARD OF DIRECTORS:
_________________________________________
Mr. Stanley McCabe, Chairman
11
ARENA RESOURCES, INC. PROXY BALLOT
ANNUAL MEETING, JULY 23, 2002
Please complete, sign and provide any additional information on this Proxy
Statement and return it to the Company by mailing it back prior to July 19, 2003
in the enclosed envelope.
FOR AGAINST ABSTAIN PROPOSAL
-------------------------------------------------------------------------------
Election of all current management nominees to the
Board of Directors. If voting against election of
all, indicate below your individual vote.
-------------------------------------------------------------------------------
YOU MAY VOTE FOR ALL CURRENT NOMINEES ABOVE; OR
YOU MAY VOTE INDIVIDUALLY AS TO EACH PROPOSED
DIRECTOR BELOW
-------------------------------------------------------------------------------
Mr. Lloyd T. Rochford, Director
Mr. Stanley McCabe, Director
Mr. Charles Crawford, Director
Mr. Robert J. Morley, Director
Mr. Chris V. Kemendo, Jr., Director
-------------------------------------------------------------------------------
OTHER MATTERS
-------------------------------------------------------------------------------
Election to retain Hansen, Barnett & Maxwell as
independent auditors for the Company.
-------------------------------------------------------------------------------
Ratify Executive Stock Option Incentive Program
-------------------------------------------------------------------------------
Grant to current management the right to vote
your proxy in accordance with their judgment on
other matters as may properly come before the
meeting.
-------------------------------------------------------------------------------
OTHER SHAREHOLDER PROPOSALS AND/OR NOMINATIONS
(Unless otherwise indicated, your proxy will be voted in favor of any nomination
or proposal indicated below.)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Attach sheets as necessary)
Check here if you plan
to attend meeting.
SIGNATURE
Print Shareholder Name(s) exactly
as they appear on your Certificate: Complete If Known:
Certificate #:
No. of Shares:
Date