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UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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ENCISION
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ENCISION INC.
6797 Winchester Circle
Boulder, CO 80301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 6, 2008
To Our Shareholders:
The
Annual Meeting of Shareholders of Encision Inc., a Colorado corporation, will
be held at 10:00 A.M. Mountain Time, on August 6, 2008, at the
offices of Faegre & Benson LLP, 1900 Fifteenth Street, Boulder,
Colorado, 80302, for the following purposes, all of which are more completely
set forth in the accompanying Proxy Statement:
1.
To
elect seven directors;
2.
To
ratify the appointment of Gordon, Hughes & Banks, LLP as our
independent public accountants; and
3.
To
transact such other business as may properly come before the meeting, or any
adjournment thereof.
All
shareholders are cordially invited to attend the meeting, although only
shareholders of record at the close of business on June 12, 2008, will be
entitled to notice of, and to vote at, the meeting or any and all adjournments
thereof.
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BY ORDER OF THE
BOARD OF DIRECTORS
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/s/ Roger C. Odell
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Roger C. Odell
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Chairman of the
Board
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June 27,
2008
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PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOUR PROMPT
RETURN OF THE PROXY CARD WILL HELP ASSURE A QUORUM AT THE MEETING AND AVOID
ADDITIONAL COMPANY EXPENSE FOR FURTHER SOLICITATION. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED.
ENCISION INC.
6797 Winchester Circle
Boulder, CO 80301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 6, 2008
SOLICITATION OF PROXIES
This
Proxy Statement is furnished in connection with the solicitation of proxies by
the board of directors of Encision Inc., a Colorado corporation, for use at our
Annual Meeting of Shareholders to be held at 10:00 A.M. Mountain Time, on August 6,
2008, at the offices of Faegre & Benson LLP, 1900 Fifteenth Street,
Boulder, Colorado, 80302 and at any and all adjournments of such meeting (the Annual
Meeting).
If the
enclosed Proxy Card is properly executed and returned in time to be voted at
the meeting, the shares of common stock represented will be voted in accordance
with the instructions contained therein. Executed Proxy Cards that contain no
instructions will be voted for each of the nominees for director indicated
herein and for the ratification of Gordon, Hughes & Banks, LLP as our
independent public accountants. It is anticipated that this Proxy Statement and
the accompanying Proxy Card and Notice of Annual Meeting will be mailed to our
shareholders on or about June 27, 2008.
Shareholders
who execute proxies for the Annual Meeting may revoke their proxies at any time
prior to their exercise by delivering written notice of revocation to our
secretary, by delivering a duly executed Proxy Card bearing a later date, or by
attending the meeting and voting in person.
We
will bear the costs of the meeting, including the costs of preparing and
mailing the Proxy Statement, Notice of Annual Meeting and Proxy Card. We may,
in addition, use the services of our directors, officers and employees to
solicit proxies, personally or by telephone, but at no additional salary or
compensation. We will also request banks, brokers, and others who hold shares
of our common stock in nominee names to distribute annual reports and proxy
soliciting materials to beneficial owners, and we will reimburse such banks and
brokers for reasonable out-of-pocket expenses which they may incur in so doing.
OUTSTANDING CAPITAL STOCK
The
record date for shareholders entitled to vote at the Annual Meeting was June 12,
2008. At the close of business on that day, there were 6,455,100 shares of our
common stock, no par value, outstanding and entitled to vote at the meeting.
Each share of common stock is entitled to one vote.
QUORUM AND VOTING
The presence in person or
by proxy of the holders of a majority of the total issued and outstanding
shares of our common stock that are entitled to be voted at the Annual Meeting
is necessary in order to constitute a quorum for the meeting. Abstentions and
broker non-votes will be counted for purposes of attaining a quorum. If a
quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote will be required to elect directors, ratify
the appointment of our independent public accountants and approve any other
matter to be voted on by the shareholders at the meeting. Thus, abstentions
have the same effect as a vote against a particular proposal.
ACTIONS TO BE TAKEN AT THE MEETING
The accompanying proxy,
unless the shareholder otherwise specifies in the proxy, will be voted (1) FOR
the election of each of the seven nominees named herein for the office of
director, (2) FOR ratification of the appointment of Gordon, Hughes &
Banks, LLP as our independent public accountants and (3) at the discretion
of the proxy holders, on any other matter that may properly come before the
meeting or any adjournment thereof.
If shareholders have
appropriately specified how their proxies are to be voted, they will be voted
accordingly. If any other matter of business is brought before the meeting, the
proxy holders may vote the proxies at their discretion. The directors do not
know of any such other matter of business.
SHAREHOLDER PROPOSALS
Shareholder proposals
intended for inclusion in our Proxy Statement for the 2009 Annual Meeting of
Shareholders, including shareholder recommendation for nominees for election to
our board of directors, must be received by us at our offices in Boulder,
Colorado, not later than February 27, 2009.
2
ELECTION
OF DIRECTORS
(Proxy
Item #1)
Our board of directors
has nominated the seven persons listed below for election as directors for the
ensuing year, each to hold office until the 2009 Annual Meeting of Shareholders
and until their successors are duly elected and qualified, or until their
death, resignation or removal. A shareholder using the enclosed Proxy Card can
vote for all or any of the nominees of the board of directors or such
shareholder may withhold his or her vote from all or any of such nominees. If
the Proxy Card is properly executed but not marked, it will be voted for all of
the nominees. Each of the nominees has agreed to serve as a director if elected;
however, should any nominee become unable or unwilling to accept nomination or
election, the persons named in the proxy will exercise their voting power in
favor of such other person or persons as our board of directors may recommend.
There are no family relationships among these nominees.
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE
FOR
EACH NOMINEE FOR THE BOARD OF
DIRECTORS.
The following table sets
forth the members of our board of directors, their ages as of March 31,
2008, and their positions and offices held:
Name
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Age
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Position
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Vern D.
Kornelsen (2)
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75
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Director
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Robert H. Fries
(1) (2)
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59
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Director
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Bruce L. Arfmann
(3)
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61
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Director
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George A.
Stewart (1) (3)
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65
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Director
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John R. Serino
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60
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Director
President & CEO
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David W. Newton
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61
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Director
Co-Founder, VP - Technology
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Roger C. Odell
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57
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Director
Co-Founder and Chairman of the Board, VP - Business Development
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(1)
Member of the
Compensation Committee
(2)
Member of the
Nominating Committee
(3)
Member of the
Audit Committee
Vern D.
Kornelsen
, is one of our co-founders and served on our board
of directors and as our Chief Financial Officer from 1991 through February 1997.
He was re-elected to the board of directors in April 1998. Mr. Kornelsen
is the General Partner of CMED Partners LLLP, one our principal shareholders. Mr. Kornelsen
formerly practiced as a certified public accountant in the state of Colorado
for many years. For the past eight years, he has been active in managing two
investment partnerships, of which he is the general partner, as well as serving
as an officer and director of several private companies of which he is the
controlling stockholder. Mr. Kornelsen received a Bachelor of Science
degree in business from the University of Kansas.
Robert H.
Fries
has served on our board of directors since June 2003.
Mr. Fries is a founder and the President of FinanceVision Services, Inc.
and has served as a finance executive with a broad range of large public
multinational companies. Since March 2000, he has provided us with
financial and tax consulting services. Mr. Fries credentials include a
Masters in Business Administration from St. Johns University, New York, a CPA
and a Juris Doctor Degree from Jones School of Law.
3
Bruce L.
Arfmann
has served on our board of directors since July 2005.
Mr. Arfmann is a business consultant for private and public companies
working with top management and boards of directors. During the 1990s he served
as Executive Vice President and Chief Financial Officer for Colorado Medtech, Inc.
Mr. Arfmann spent twenty years with Arthur Andersen, domestically and
internationally, and was a Partner his last eight years at Arthur Andersen. Mr. Arfmann
received a Bachelor of Science degree in accounting from the University of
Wyoming.
George A.
Stewart
has served on our board of directors since July 2005.
Mr. Stewart is an active international medical industry consultant with 35
years of experience in medical devices. He was formerly President of Pfizer
Medical Devices, a group of seven specialty device companies, from 1995 through
to the divestiture of those businesses in 2000. Before assuming the group
presidency, Mr. Stewart was President and Chief Executive Officer of three
of those businesses: Shiley Inc., Irvine CA. (1990 1991), Schneider Inc.,
Minneapolis MN and Bulach Switzerland (1991 1993) and Valleylab Inc., Boulder
CO (1993 1995). Mr. Stewart received an MBA and a BBA degree from
Western Colorado University.
John R.
Serino
has served as our President & Chief Executive
Officer since July 2004 and on our board of directors since July 2004.
Mr. Serino is a veteran medical industry executive with over 17 years in
the medical device business. From 2000 until 2004, Mr. Serino was with
Quinton Cardiology Inc. as its Vice President of Sales and Marketing, where he
was a member of its turnaround management team. From 1995 until 1999, he was
with PLC Medical Systems, which pioneered CO2 laser systems for the treatment
of patients with severe coronary artery disease, as its Vice President of Sales
and Marketing. Mr. Serino received an MBA degree from the University of La
Verne and a Bachelor of Science degree from Creighton University.
David W.
Newton
, is one of our co-founders and has been a Vice
President and one of our directors since our inception in 1991. From 1989 until
1991, Mr. Newton was President of Newton Associates, Inc., a contract
engineering firm. From 1985 to 1989, Mr. Newton was President of Tienet, Inc.,
a developer of integrated computer systems. Mr. Newton has an additional
16 years of experience as an electrical engineer designing electrosurgical
generators and related accessories. Mr. Newton holds nine patents in the
field of medical electronic equipment and holds a Bachelor of Science
Electrical Engineering degree from the University of Colorado.
Roger C.
Odell
, the Chairman of our board of directors, is one of our
co-founders, has served on our board of directors since our inception, and is our
Vice President of Business Development. From 1976 until 1991, Mr. Odell
was employed at Valleylab in a variety of increasingly responsible engineering
capacities, primarily involving electrosurgical products. Mr. Odell holds
an Associate of Applied Science degree in electrical engineering from Alfred
State University.
Director
Meetings
During the fiscal year
ended March 31, 2008, our board of directors met in person four times and
had one telephonic meeting. All directors nominated for re-election to the
board of directors attended all of the meetings of the board of directors and
all meetings of the committees of the board of directors on which they were
members during fiscal year 2008. There were four meetings of the audit
committee, two telephonic meetings of the compensation committee and one
meeting of the nominating committee, attended by all directors who were members
of the committees at the time of the meetings. The audit committee held two
telephonic meetings with our independent auditors.
We encourage our
incumbent directors to attend the Annual Meeting of Shareholders, subject to
their travel schedule and other demands on their time. All incumbent directors
attended the 2007 Annual Meeting of Shareholders.
The
listing standards of the American Stock Exchange (AMEX) require that our
board of directors have a majority of independent directors. The board of directors has determined that
Bruce L. Arfmann, Vern D. Kornelsen, Robert H. Fries and George A. Stewart are
independent directors, as defined in the AMEX listing standards. The board makes a determination regarding the
independence of each director annually based on the relevant facts and
circumstances.
4
Compensation of Directors
Our outside directors
receive $1,000 a month for their services and are reimbursed for their
out-of-pocket expenses incurred in connection with their directorship.
Directors who serve on the audit committee receive an additional $500 a month
for their services. Option grants to our directors are made at the discretion
of the board of directors.
The following table
details the total compensation earned by our directors in fiscal year 2008.
Director
Compensation
Name
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Fees Paid
in Cash
($) (1)
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Option
Awards
($)
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All Other
Compensation
($)
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Total
($)
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Bruce L. Arfmann
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18,000
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429
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18,429
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Robert H. Fries
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12,000
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429
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63,740
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(2)
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76,169
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Vern D.
Kornelsen
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12,000
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429
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12,429
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George A.
Stewart
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18,000
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429
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18,429
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David W.
Newton(3)
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(1) The following
table provides a breakdown of fees paid in cash.
Name
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Annual Retainers
($)
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Audit Committee
Member Fees
($)
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Total
($)
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Bruce L. Arfmann
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12,000
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6,000
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18,000
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Robert H. Fries
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12,000
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12,000
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Vern D. Kornelsen
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12,000
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12,000
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George A.
Stewart
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12,000
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6,000
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18,000
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(2) Compensation for
financial and tax consulting services provided to the Company.
(3) David W. Newton
serves as an executive officer of the Company and does not receive any additional
compensation for his service as a director.
The following table
provides information on the outstanding equity awards at fiscal year-end for
non-employee directors.
Outstanding
Options for Non-Employee Directors at Fiscal Year-End 2008
Name
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Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
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Bruce L. Arfmann
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20,000
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Robert H. Fries
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25,000
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Vern D.
Kornelsen
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10,000
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George A.
Stewart
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20,000
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5
Nominating Committee
The members of our
nominating committee are Robert H. Fries and Vern D. Kornelsen. Our nominating
committee recommends to our board of directors nominees for election to the
board. Our nominating committee will consider recommendations for director
nominees by shareholders if the names of those nominees and relevant
biographical information are properly submitted in writing to our corporate
secretary in the manner described for shareholder nominations above under the
heading Shareholder Proposals. A director nominee must have a strong
professional or other background, a reputation for integrity and responsibility
and experience relevant to our business and operations. A director nominee must
be able to commit appropriate time to prepare for, attend and participate in
all meetings of our board of directors and its committees, as applicable, and
the annual meeting of shareholders and must not have any conflicts of interest
with our business and operations. Our nominating committee will also require
some director nominees to be independent as defined under the AMEX listing
standards. All director nominees, whether submitted by a shareholder or our
nominating committee, will be evaluated in the same manner. All current members
of the nominating committee are independent for purposes of the AMEX listing
standards.
The nominating committee
does not have an express policy with regard to the consideration of any
director candidates recommended by our shareholders because the nominating
committee believes that it can adequately evaluate any such nominees on a
case-by-case basis. The nominating committee will consider director candidates
proposed by shareholders in accordance with the procedures set forth above
under Shareholder Proposals, and will evaluate shareholder-recommended
candidates for director under the same criteria as internally generated
candidates. Although the nominating committee does not currently have formal
minimum criteria for nominees, substantial relevant business and industry
experience would generally be considered important qualifying criteria, as
would the ability to attend and prepare for board, committee and shareholder
meetings. Any candidate must state in advance his or her willingness and
interest in serving on our board and its committees.
Our board of directors
has adopted a written Nominating Committee Charter, a copy of which was
attached as Appendix A to our Proxy Statement for the 2007 Annual Meeting of
Shareholders and is not available on our website. Our nominating committee held
one meeting during the fiscal year ended March 31, 2008.
Compensation
Committee
The members of the
compensation committee are George A. Stewart and Robert H. Fries, each of whom
is an independent director as defined by applicable AMEX listing
standards. The compensation committee
held two telephonic meetings during the fiscal year ended March 31,
2008. The compensation committee is
responsible for establishing and administering our general compensation policy
and program and for administering our employee benefit plans, including the
2007 Stock Option Plan. The compensation
committee also sets the Chief Executive Officers compensation, and, upon
review of the recommendations of the Chief Executive Officer with respect to
compensation of the other executive officers, sets the compensation of such
other executive officers. The board of directors has adopted a
written compensation committee charter, a copy of which is available on our
website at www.Encision.com.
Audit
Committee
Our board of directors
maintains an audit committee comprised of our outside directors. The board of
directors and the audit committee believe that the audit committees current
members satisfy the AMEXs requirement that audit committee members be independent
directors as that term is currently defined by the AMEX listing standards. The
audit committee oversees our financial process on behalf of the board of
directors. The audit committee has adopted a written charter. The audit
committee has adopted a complaint procedure policy.
Bruce L. Arfmann and
George A. Stewart comprise the audit committee. Their backgrounds are more
fully disclosed in their biographies under Election of Directors.
6
Our board of
directors has determined that Bruce L. Arfmann qualifies as an audit committee
financial expert as defined by the applicable regulations of the Securities
and Exchange Commission and is independent under the AMEX listing standards
as currently in effect and applicable to us.
The board of
directors has adopted a written audit committee charter, a copy of which is
available on the investors relations page of our website at
www.Encision.com. Our audit committee held four meetings during the fiscal year
ended March 31, 2008 and held two telephonic meetings with our independent
auditors during the fiscal year ended March 31, 2008.
Shareholder
Communications with Directors
Shareholders and
other interested parties wishing to contact any member (or all members) of our
board of directors or any committee of the board may do so by mail, addressed,
either by name or title, to the board of directors or to any such individual
director or group or committee of the directors, and all such correspondence
should be sent to our principal office. Our administrative staff may review any
such communications to ensure that inappropriate material is not forwarded to
the board of directors or to any individual director. The board of directors
intends to continuously evaluate its communication process with our
shareholders and may adopt additional procedures to facilitate shareholder
communications with the board of directors, consistent with standards of
professionalism and our administrative resources.
Code of Ethics
We have adopted a
Code of Ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer and all other directors and
executive officers. The Code of Ethics is available on the investor relations page of
our website at www. Encision.com.
EXECUTIVE COMPENSATION
The following
table sets forth certain information regarding compensation earned or awarded
to each person who served as our chief executive officer during our most
recently completed fiscal year, and to each of our two most highly compensated
executive officers (other than our chief executive officer) who earned in
excess of $100,000 during our most recently completed fiscal year,
(collectively, the Named Executive Officers).
Summary
Compensation
Name and
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Fiscal
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Salary
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Option Awards
|
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Total
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Principal Position
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Year
|
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($)
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($)
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($)
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John R. Serino
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2008
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194,880
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103,928
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298,808
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President, Chief
Executive Officer
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2007
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187,183
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103,260
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290,443
|
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Roger C. Odell
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2008
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135,000
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4,969
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139,969
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Vice
PresidentBusiness Development
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2007
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126,191
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4,969
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131,160
|
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Warren Taylor
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2008
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133,664
|
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17,893
|
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151,557
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Vice
PresidentEngineering
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2007
|
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128,423
|
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17,626
|
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146,049
|
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Executive Officers
The following
table sets forth the names of our executive officers, their ages as of March 31,
2008, and their positions and offices held:
7
Name
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Age
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Position
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John R. Serino
|
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60
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President &
CEO
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Roger C. Odell
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57
|
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VP Business
Development
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David W. Newton
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61
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VP - Technology
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Marcia McHaffie
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62
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Controller,
Treasurer, Corporate Secretary
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Judith King
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58
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VP - Regulatory
Affairs & Quality Assurance
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Richard Smoot
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48
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VP - Operations
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|
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Warren Taylor
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47
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VP - Engineering
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Employment Agreements
We have entered
into an employment agreement with Roger C. Odell dated March 3, 1997 which
allows either party to terminate the agreement for any reason. In the event
that the agreement is terminated, Mr. Odell is entitled, for a period of
one year, to receive benefits and severance pay at the rate of his annual
salary as of the date of termination, payable in equal monthly amounts.
Stock
Options
On August 15,
1997, our shareholders approved the adoption of the 1997 Stock Option Plan (the
1997 Plan) providing for grants of stock options and/or supplemental bonuses
to our employees and directors. The Plan permits the granting of incentive stock
options meeting the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended and also nonqualified stock options which do not meet
the requirements of Section 422. As approved by the shareholders, we had
reserved 800,000 shares of our common stock for issuance upon exercise of
options granted under the 1997 Plan.
On July 24, 2002, our shareholders approved an
amendment by our board of directors to increase the number of common shares
reserved for issuance under the 1997 Plan by 100,000 shares, to a total of
900,000 from 800,000 shares of common stock subject to adjustment for dividend,
stock split or other relevant changes in our capitalization.
On August 16,
2004, our shareholders approved an amendment by our board of directors to increase
the number of common shares reserved for issuance under the 1997 Plan by
300,000 shares, to a total of 1,200,000 shares of common stock subject to
adjustment for dividend, stock split or other relevant changes in our
capitalization. As of March 31, 2008, options to purchase an aggregate of
1,067,784 shares of our common stock (net of options canceled) had been granted
pursuant to the 1997 Plan and 682,784 options had been exercised, leaving
385,000 still subject to exercise.
On August 2,
2007, our shareholders approved the adoption of the 2007 Stock Option Plan (the
2007 Plan) providing for grants of stock options to our employees and
directors. The 2007 Plan permits the granting of incentive stock options
meeting the requirements of Section 422 of the Internal Revenue Code of
1986, as amended and also nonqualified stock options which do not meet the
requirements of Section 422. As approved by the shareholders, we had
reserved 700,000 shares of our common stock for issuance upon exercise of
options granted under the 2007 Plan. As of March 31, 2008, options to
purchase an aggregate of 40,000 shares of our common stock had been granted
pursuant to the 2007 Plan, no options had been exercised, leaving 660,000 still
subject to exercise.
As of March 31,
2008, the market value of all shares of our common stock subject to outstanding
options was $935,000 (based upon the closing price as reported on the American
Stock Exchange on such date). The compensation committee of the board of
directors administers the Stock Option Plan.
8
Option Grants in Fiscal Year 2008
There were no
options to acquire shares of our common stock granted to the Named Executive
Officers during the fiscal year ended March 31, 2008.
Options
Exercised in Fiscal Year 2008
There were no
stock options exercised by the Named Executive Officers during fiscal year
2008.
Outstanding
Options at Fiscal Year-End 2008
The following
table sets forth certain information regarding the number and value of
exercisable and unexercisable options to purchase shares of common stock held
as of the end of our 2008 fiscal year by the Named Executive Officers.
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
|
|
Number of
Securities Underlying
Unexercised
Options
(#) Unexercisable
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
John R. Serino
|
|
187,123
|
|
12,877
|
|
2.85
|
|
7/06/09
|
|
|
|
9,674
|
|
15,326
|
|
3.38
|
|
5/25/11
|
|
|
|
|
|
|
|
|
|
|
|
Roger C. Odell
|
|
7,537
|
|
2,463
|
|
3.00
|
|
6/25/09
|
|
|
|
|
|
|
|
|
|
|
|
Warren Taylor
|
|
20,490
|
|
9,510
|
|
2.89
|
|
11/01/09
|
|
|
|
3,870
|
|
6,130
|
|
3.38
|
|
5/25/11
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The
following table sets forth as of June 10, 2008, the number of shares of
our common stock, based on 6,455,100 shares outstanding, owned by any person
who is known by us to be the beneficial owner of more than 5% of our voting
securities, by all individual directors, by all Named Executive Officers, and
by all officers and directors as a group:
Beneficial Owner(1)
|
|
Shares
Beneficially
Owned(2)
|
|
Percent of
Class
|
|
|
|
|
|
|
|
Vern D.
Kornelsen(3)
|
|
1,169,427
|
|
18.1
|
%
|
John R.
Serino(4)
|
|
231,473
|
|
3.5
|
%
|
David W. Newton
|
|
290,949
|
|
4.5
|
%
|
Roger C.
Odell(5)
|
|
758,324
|
|
11.7
|
%
|
Marcia K. McHaffie
|
|
21,305
|
|
|
*
|
Robert H.
Fries(6)
|
|
41,689
|
|
|
*
|
Bruce L.
Arfmann(7)
|
|
11,689
|
|
|
*
|
George A.
Stewart(8)
|
|
11,689
|
|
|
*
|
Warren Taylor(9)
|
|
27,229
|
|
|
*
|
|
|
|
|
|
|
All executive
officers and directors as a group (11 Persons) (10)
|
|
2,616,744
|
|
38.8
|
%
|
|
|
|
|
|
|
Other
Shareholders holding 5% or more:
|
|
|
|
|
|
|
|
|
|
|
|
CMED Partners
LLLP(11)
|
|
1,119,517
|
|
17.3
|
%
|
Intertec
Healthcare Management, L.L.C. (12)
|
|
615,490
|
|
9.5
|
%
|
James A.
Bowman (13)
|
|
609,250
|
|
9.4
|
%
|
9
* Less than 1%.
(1)
|
|
The address of
each director and officer of the Company is 6797 Winchester Circle, Boulder,
CO 80301.
|
|
|
|
(2)
|
|
Shares not
outstanding but deemed beneficially owned by virtue of the individuals right
to acquire them as of June 10, 2008, or within 60 days of such date, are
treated as outstanding when determining the percent of the class owned by
such individual and when determining the percent owned by the group. Unless
otherwise indicated, each person named or included in the group has sole voting
and investment power with respect to the shares of Common Stock set forth
opposite the shareholders name.
|
|
|
|
(3)
|
|
Includes
1,119,517 shares owned by CMED Partners LLLP, of which Mr. Kornelsen is
the General Partner, and 1,689 shares issuable pursuant to options
exercisable as of June 10, 2008, or within 60 days of such date.
|
|
|
|
(4)
|
|
Includes
211,473 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(5)
|
|
Includes
8,253 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(6)
|
|
Includes
16,689 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(7)
|
|
Includes
11,689 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(8)
|
|
Includes
11,689 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(9)
|
|
Includes
27,229 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(10)
|
|
Includes
288,711 shares issuable pursuant to options exercisable as of June 10,
2008, or within 60 days of such date.
|
|
|
|
(11)
|
|
The address of
CMED Partners LLLP is 4605 Denice Drive, Englewood, CO 80111. Mr. Kornelsen is indirectly the
beneficial owner of these shares since he is the General Partner of CMED
Partners LLLP.
|
|
|
|
(12)
|
|
Based on
Schedule 13G/A, filed February 7, 2008. The address of Intertec
Healthcare Management, L.L.C.
is 5980 Horton Street, Suite 390,
Emeryville, CA 94608.
|
|
|
|
(13)
|
|
Based on
Schedule 13D, filed August 17, 2004. The address of Mr. Bowman is
760 Walnut St., Boulder, CO 80302.
|
SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers and holders of more than 10% of our common stock to file
initial reports of ownership and reports of changes in ownership of our common
stock with the Securities and Exchange Commission. Except for Messrs. Arfmann,
Fries, Kornelsen and Stewart who filed a Form 4 late, based solely upon a
review of Forms 3 and 4 and amendments thereto furnished to us during the
fiscal year ended March 31, 2008 and Forms 5 and amendments thereto
furnished to us with respect to the fiscal year ended March 31, 2008, to
our knowledge, our directors, officers and holders of more than 10% of our
common stock have complied with all Section 16(a) filing
requirements.
AUDIT COMMITTEE REPORT
Our board of
directors maintains an audit committee comprised of our outside directors. The
board of directors and the audit committee believe that the audit committees
current members satisfy the AMEXs requirement that audit committee members be independent
directors as that term is currently defined by the AMEX listing standards.
The audit
committee reviews and reassesses the adequacy of its charter on an annual
basis. Management has the primary responsibility for the financial statements
and the reporting process, including the systems of internal controls. In
fulfilling its oversight responsibilities, the committee reviewed the audited
financial statements in the Annual Report with management including a
discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. The audit committee reviewed with the
independent auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their
10
judgments as to
the quality, not just the acceptability, of our accounting principles and such
other matters as are required to be discussed with the committee under
generally accepted auditing standards, including Statement on Auditing
Standards No. 61. In addition, the audit committee has discussed with the
independent auditors the auditors independence from management and us
including the matters in the written disclosures and the letter from the
independent auditors required by the Independence Standards Board, Standard No. 1.
The audit
committee discussed with our independent auditors the overall scope and plans
for their audit. The audit committee meets with the independent auditors to
discuss the results of their examination, their evaluation of our internal
controls, and the overall quality of our financial reporting. In reliance on
the reviews and discussions referred to above, the audit committee recommended
to the board of directors, and the board of directors has approved, that the
audited consolidated financial statements be included in our Annual Report on Form 10-KSB
for the year ended March 31, 2008, for filing with the Securities and
Exchange Commission.
Submitted by the
Audit Committee
Bruce L. Arfmann,
Audit Committee Member
George A. Stewart,
Audit Committee Member
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
(Proxy Item
#2)
Our board of
directors and audit committee have selected Gordon, Hughes & Banks,
LLP as our independent accountant to audit our financial statements for the
fiscal year ending March 31, 2009. The decision to engage Gordon, Hughes &
Banks, LLP was approved by our board of directors and audit committee, and this
appointment is being submitted to our shareholders for ratification at the
Annual Meeting.
Gordon, Hughes &
Banks, LLP served as the principal accountant to audit our financial statements
for the fiscal years ended March 31, 2008 and 2007. We expect that a
representative of Gordon, Hughes & Banks, LLP will be present at the
Annual Meeting and will be available to respond to appropriate questions, and
such representative will have the opportunity to make a statement at the
meeting.
During our two
most recent fiscal years and any subsequent interim period preceding June 27,
2008, there were no disagreements between us and Gordon, Hughes &
Banks, LLP, on any matter of accounting principles or practices, financial
disclosure, or auditing scope or procedure.
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE
FOR
RATIFICATION OF GORDON, HUGHES &
BANKS, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
Audit
Fees
Fees and related
expenses for the fiscal year ended March 31, 2008 audit by Gordon, Hughes &
Banks, LLP were $32,633, and $24,000 for the fiscal year ended March 31,
2007.
Audit-Related
Fees
Audit-related
expenses include $9,455 to Gordon, Hughes & Banks, LLP related to the
review of the financial statements contained in our quarterly 10-QSB filings
for the fiscal year ended March 31, 2008 and $8,708 for the fiscal year
ended March 31, 2007.
Tax Fees
Gordon, Hughes &
Banks, LLP did not render any services related to tax return preparation or tax
planning for the fiscal years ended March 31, 2008 or March 31, 2007.
11
All Other Fees
There were no
aggregate fees billed for all other services rendered by Gordon, Hughes &
Banks, LLP for the fiscal years ended March 31, 2008 or March 31,
2007.
Approval
of Auditor Services and Fees
Our audit committee ensures that we engage our
independent public accountants to provide only audit and non-audit services
that are compatible with maintaining the independence of our independent public
accountants. Our audit committee approves or pre-approves all services provided
by our independent public accountants. Permitted services include audit and
audit-related services, tax and other non-audit related services. Certain services
are identified as restricted. All fees identified in the preceding first two
paragraphs were approved by our audit committee.
12
OTHER MATTERS
We know of no
other matters that may come before the meeting. However, if any additional
matters are properly presented at the meeting, it is intended that the persons
named in the enclosed Proxy Card, or their substitutes, will vote such proxy in
accordance with their judgment on such matters.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report
for the fiscal year ended March 31, 2008, including audited Financial
Statements for the year then ended, as filed with the Securities and Exchange
Commission on Form 10-KSB is being mailed to shareholders on or about June 27,
2008 with these proxy materials.
In an effort to
reduce printing costs and postage fees, we have adopted a practice approved by
the Securities and Exchange Commission called householding. Under this
practice, shareholders who have the same address and last name and do not
participate in electronic delivery of proxy materials will receive only one
copy of our proxy materials unless one or more of these shareholders notifies
us that they wish to continue receiving individual copies. Shareholders who participate
in householding will continue to receive separate proxy cards.
If you share an
address with another shareholder and received only one set of proxy materials
and would like to request a separate copy of these materials and/or future
proxy materials, please send your request to: 6797 Winchester Circle, Boulder,
CO 80301, Attention: Marcia McHaffie. You may also contact us if you received
multiple copies of the proxy materials and would prefer to receive a single
copy in the future.
IN ORDER
THAT YOUR SHARES MAY BE REPRESENTED IF YOU DO NOT PLAN TO ATTEND THE
MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY. IN THE EVENT THAT YOU ARE ABLE TO ATTEND THE
MEETING, WE WILL, IF YOU REQUEST, CANCEL THE PROXY CARD.
SIGNATURE
By Order of the
Board of Directors
|
|
|
|
|
|
/s/ Roger C.
Odell
|
|
Chairman of the
Board of Directors
|
|
|
|
Boulder,
Colorado
|
|
June 27,
2008
|
|
13
ENCISION INC.
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD AUGUST 6, 2008
The undersigned
hereby constitutes, appoints and authorizes John R. Serino and David W. Newton
and each of them, the true and lawful attorneys and proxies of the undersigned
with full power of substitution and appointment, for and in the name, place and
stead of the undersigned, to act for and vote as designated below, all of the
undersigneds shares of the no par value common stock of Encision Inc., a
Colorado corporation, at the Annual Meeting of Shareholders to be held at 10:00 A.M.
Mountain Time, on August 6, 2008, at the offices of Faegre &
Benson LLP, 1900 Fifteenth Street, Boulder, Colorado, 80302 and at any and all
adjournments thereof, for the following purposes:
1. To elect seven directors:
o
|
|
For all nominees
listed below (except as marked to the contrary):
|
|
|
|
o
|
|
Withhold
authority to vote for the nominees listed below:
|
|
|
Bruce L. Arfmann
|
|
|
Robert H. Fries
|
|
|
Vern D. Kornelsen
|
|
|
David W. Newton
|
|
|
Roger C. Odell
|
|
|
John R. Serino
|
|
|
George A. Stewart
|
(INSTRUCTION: To
withhold authority to vote for any individual nominee rather than all nominees,
check the box next to For all nominees listed below (except as marked to the
contrary) and draw a line through or otherwise strike out the name of the
nominee(s) for whom authority to vote is to be withheld. If authority to
vote for the election of any nominee is not withheld, the execution of this
Proxy shall be deemed to grant such authority.)
2. To ratify the appointment of Gordon,
Hughes & Banks, LLP as the Companys independent public accountants.
o
FOR
o
AGAINST
o
ABSTAIN
3. To transact such other business as may
properly come before the meeting, or any adjournment thereof.
The undersigned
hereby revokes any proxies as to said shares heretofore given by the
undersigned, and ratifies and confirms all that said attorneys and proxies may
lawfully do by virtue hereof.
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement furnished herewith.
DATED:
June 27
, 2008.
|
|
|
Signature(s) of
Shareholder(s)
|
|
|
Signature(s) should
agree with the name(s) shown hereon. Executors, administrators, trustees,
guardians and attorneys should indicate their capacity when signing. Attorneys
should submit powers of attorney.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ENCISION INC. PLEASE SIGN AND RETURN THIS PROXY TO
COMPUTERSHARE PROXY SERVICES,P.O. BOX 43101,
PROVIDENCE, RI 02940. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
Grafico Azioni Encision (AMEX:ECI)
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Grafico Azioni Encision (AMEX:ECI)
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